Prosper Construction Holdings Limited — M&A Activity 2018

Sep 7, 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for the securities of Prosper Construction Holdings Limited.

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QINGDAO WEST COAST HOLDINGS (INTERNATION) LIMITED 青 島 西 海 岸 控 股（ 國 際 ）有 限 公 司 (Incorporated in the British Virgin Islands with limited liability)

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PROSPER CONSTRUCTION HOLDINGS LIMITED

瑞 港 建 設 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Codes: 6816)

JOINT ANNOUNCEMENT

FURTHER DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT

Reference is made to the joint announcements (the ‘‘Joint Announcements’’) of the Company and the Offeror dated 1 August 2018, 7 August 2018, 16 August 2018 and 21 August 2018 in relation to, among other things, the unconditional mandatory cash offer by Guotai Junan Securities (Hong Kong) Limited for and on behalf of the Offeror to acquire all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and/or parties acting in concert with it). Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as ascribed in the Joint Announcements.

As set out in the Joint Announcements, it is the intention of the Offeror and the Company to combine the offer document with the offeree board circular from the Company in the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document is required to be despatched to the Shareholders within 21 days of the date of the Joint Announcement dated 1 August 2018 (i.e. on or before 22 August 2018), or such later date as the Executive may approve. As stated in the Joint Announcement dated 21 August 2018, 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. On 23 August 2018, the Executive has granted its consent to extend the latest time for the despatch of the Composite Document to 7 September 2018.

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As additional time is required to finalise certain information of the Composite Document, including, among other things, the information of the proposed Directors, 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 to a date falling on or before 14 September 2018. The Executive has indicated that it is minded to grant such consent.

Further announcement(s) will be made by the Offeror and/or the Company when the Composite Document accompanied by the form of acceptance in respect of the Offer is despatched.

By Order of the Board By Order of the Board Qingdao West Coast Holdings (Internation) Limited Prosper Construction Holdings Limited YU Zhan KUI Ching Wah Director Executive Director

Hong Kong, 7 September 2018

As at the date of this joint announcement, the executive Directors are Mr. CUI Qi (chairman of the Board), Mr. YU Ming, Ms. KUI Ching Wah and Mr. TAO Yang and the independent non-executive Directors are Mr. CHEUNG Chi Man Dennis, Ms. LEUNG Sau Fan Sylvia and Mr. LEUNG Yee Tak.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the 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 expressed by 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. WANG Zhijun, Mr. ZHANG Hao, Mr. WANG Xuejun, Mr. ZHU Jiangfeng and Mr. YU Zhan.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Vendor, their respective associates and parties acting in concert with them) and confirm, having made all reasonable enquiries, 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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