Pinestone Capital Limited — M&A Activity 2021

Oct 21, 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.

This joint announcement appears for information purposes only. It does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Pinestone Capital Limited.

Cinese International Development Limited 富盈國際發展有限公司

(Incorporated in the British Virgin Islands with limited liability)

Pinestone Capital Limited 鼎石資本有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 804)

JOINT ANNOUNCEMENT

DELAY IN DESPATCH OF COMPOSITE DOCUMENT IN RELATION TO POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER BY CCB INTERNATIONAL CAPITAL LIMITED FOR AND ON BEHALF OF CINESE INTERNATIONAL DEVELOPMENT LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF PINESTONE CAPITAL LIMITED

(OTHER THAN THOSE OWNED AND/OR AGREED TO BE ACQUIRED BY CINESE INTERNATIONAL DEVELOPMENT LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to Cinese International Development Limited

Financial adviser to Pinestone Capital Limited

==> picture [47 x 27] intentionally omitted <==

– 1 –

Reference is made to the joint announcement issued by Pinestone Capital Limited (the “ Company ”) and Cinese International Development Limited (the “ Offeror ”) dated 30 September 2021 in relation to the Sale and Purchase Agreement and the Share Offer (the “ Rule 3.5 Joint Announcement ”). Unless the context otherwise required, terms used in this joint announcement shall have the same meanings as those defined in the Rule 3.5 Joint Announcement.

As stated in the Rule 3.5 Joint Announcement, it is the intention of the Offeror and the Company to combine the offer document from the Offeror and the offeree board circular from the Company into the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document should be posted to the Shareholders within 21 days of the date of the Rule 3.5 Joint Announcement, i.e. on or before 21 October 2021. Pursuant to Note 2 to Rule 8.2 of the Takeovers Code, the consent of the Executive is required if the making of the Share Offer is subject to the prior fulfilment of a pre-condition and the pre-condition cannot be fulfilled within the time period required by Rule 8.2 of the Takeovers Code.

As the making of the Share Offer is conditional upon the Completion of the Sale and Purchase Agreement, which in turn is conditional upon satisfaction of the Closing Conditions, including but not limited to the obtaining of the formal approval from the SFC for the change of substantial shareholders of Pinestone Securities, an application has been made to seek the consent from the Executive under Note 2 to Rule 8.2 of the Takeovers Code to, and the Executive has granted its consent to, extend the latest time for the despatch of the Composite Document to a date falling within seven days after the Completion Date or 29 July 2022, whichever is earlier.

As at the date of this joint announcement, the Offeror has submitted relevant applications for the change of substantial shareholders of Pinestone Securities to the SFC and pending the SFC’s review. Further announcement(s) will be made by the Company and the Offeror as and when appropriate in compliance with the Takeovers Code.

Warning: The Share Offer will only be made if Completion takes place. Completion is conditional upon the fulfillment or waiver (where applicable) of the Closing Conditions. Accordingly, the Share Offer may or may not proceed. The issue of this joint announcement does not in any way imply that the Share Offer will be made. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult their professional advisers.

By order of the board of directors of	By order of the board of directors of
Cinese International Development Limited	Pinestone Capital Limited
富盈國際發展有限公司	鼎石資本有限公司
Mr. Liu Xuebin	Mr. Cheung Yan Leung Henry
Director	Chairman

Hong Kong, 21 October 2021

– 2 –

As at the date of this joint announcement, the executive Directors of the Company are Mr. Cheung Yan Leung Henry and Mr. Cheung Jonathan, and the independent non-executive Directors are Mr. Yeung King Wah, Mr. Lai Tze Leung George and Mr. So Stephen Hon Cheung.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than any information relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those opinions 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 statement in this joint announcement misleading.

As at the date of this joint announcement, Mr. Liu Xuebin, Mr. Liu Jiexuan, Ms. Liu Yanhuan and Ms. Wang Miaochan are the directors of the Offeror. In addition, as at the date of this joint announcement, Mr. Liu Xuebin is the director of each of Cinese International Investments Limited and Cinese International Holdings Limited as well as their respective ultimate beneficial owner; Mr. Liu Jiexuan is the director of Zheng Xuan Investment Limited and its ultimate beneficial owner; Ms. Liu Yanhuan is the director of Beaulink Investment Limited and its ultimate beneficial owner; Ms. Wang Miaochan is the director of LMTZ Investment Limited and its ultimate beneficial owner; Ms. Kou Chung Yin Mariana is the director of Fruitful Enterprise Holdings Limited and its ultimate beneficial owner; and Ms. Ng Mun Ying is the director of Hin Cheng Company Limited and its ultimate beneficial owner. The directors of (i) the Offeror, (ii) each of the corporate shareholders, direct or indirect, of the Offeror, and the ultimate beneficial owners of the Offeror as abovementioned jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than any information relating to the Group or the Vendors) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those opinions expressed by the Company or 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.

– 3 –