SMIT Holdings Limited — M&A Activity 2016

Dec 27, 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.

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GREEN FLOURISH LIMITED

(a company incorporated in the British Virgin Islands with limited liability)

SMIT HOLDINGS LIMITED

(a company incorporated in the Cayman Islands with limited liability) (Stock code: 2239)

JOINT ANNOUNCEMENT

DESPATCH OF THE COMPOSITE DOCUMENT RELATING TO THE MANDATORY UNCONDITIONAL CASH OFFERS BY CHANGJIANG CORPORATE FINANCE (HK) LIMITED ON BEHALF OF GREEN FLOURISH LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN THE SHARE CAPITAL AND FOR THE CANCELLATION OF ALL THE OUTSTANDING SHARE OPTIONS OF SMIT HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED/AND OR AGREED TO BE ACQUIRED BY GREEN FLOURISH LIMITED AND/OR PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to the Offeror

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Independent financial adviser to the Independent Board Committee

Reference are made to the joint announcement dated 7 December 2016 and the composite document dated 28 December 2016 (the “ Composite Document ”) jointly issued by SMIT Holdings Limited (the “ Company ”) and Green Flourish Limited (the “ Offeror ”) in relation to, among other things, the Offers. Capitalised terms used herein shall have the same meanings as those defined in the Composite Document unless the context otherwise requires.

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DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document (accompanied by the Forms of Acceptance) in connection with the Offers setting out, inter alia, details of the Offers (including the expected timetable), the letter from Changjiang CFHK in respect of the Offers, the letter from the Board, the letter from the Independent Board Committee containing its recommendation and advice to the Independent Shareholders and Independent Optionholders on the Offers and the letter from Messis Capital containing its advice to the Independent Board Committee and the Independent Shareholders and the Independent Optionholders on the Offers, has been despatched to the Independent Shareholders on 28 December 2016 in accordance with the Takeovers Code.

The Offers will be open for acceptance on and from Wednesday, 28 December 2016 and the latest time and date for acceptance of the Offers is by 4:00 p.m. on Wednesday, 18 January 2017 (unless revised or extended by the Offeror in accordance with the Takeovers Code).

EXPECTED TIMETABLE

The timetable set out below is indicative only and is subject to change. Any changes to the timetable will be jointly announced by the Offeror and the Company. All references to dates and times contained in the Composite Document refer to Hong Kong dates and times.

• Despatch date of the Composite Document and the

• accompanying Form(s) of Acceptance and Transfer and

• commencement date of the Offers (Note 1) . . . . . Wednesday, 28 December 2016

• Latest time and date for acceptance of the Offers (Note 2) . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 18 January 2017

Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 January 2017

Announcement of the results of the Offers (or its extension or revision, if any), to be posted on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . No later than 7:00 p.m. on Wednesday, 18 January 2017

• Latest date for posting of remittances in respect of

• valid acceptances received under the Offers (Note 3) . . . Friday, 27 January 2017

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Notes:

1. The Offers, which are unconditional, is made on the date of posting of the Composite Document, and is capable of acceptance on and from that date until the Closing Date.

2. In accordance with the Takeovers Code, the Offers must initially be open for acceptance for at least 21 days following the date on which the Composite Document is posted. Where the Offer Period laid down by the Takeovers Code ends on a day which is not a Business Day, the period is extended until the next Business Day.

3. The latest time and date for acceptance will be at 4:00 p.m. on Wednesday, 18 January 2017 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. The Offeror and the Company will jointly issue an announcement through the websites of the Stock Exchange and the Company no later than 7:00 p.m. on Wednesday, 18 January 2017 stating whether the Offers have been extended, revised or has expired. In the event that the Offeror decides to revise or extend the Offers, at least 14 days’ notice by way of an announcement will be given before the Offers are closed to those Independent Shareholders and the Independent Optionholders who have not accepted the Offers.

4. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares and the Share Options tendered under the Offers will be despatched to the Independent Shareholders and the Independent Optionholders accepting the Offers by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days after the date of receipt by the Registrar of the duty completed and signed Form(s) of Acceptance and all relevant documents (receipt of which renders such acceptance complete and valid), in accordance with the Takeovers Code. Acceptance of the Offers shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code. Please refer to paragraph 6 headed ‘‘Right of withdrawal’’ in Appendix I to the Composite Document for further information on the circumstances where acceptances may be withdrawn.

5. If there is a tropical cyclone warning signal no.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 latest date for acceptance of the Offers or the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances, the latest time for acceptance of the Offers or the posting of remittances, as the case may be, 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 latest date for acceptance of the Offers or the latest time for acceptance of the Offers or the posting of remittances, as the case may be, will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m. or such other day as the Executive may approve in accordance with the Takeovers Code.

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WARNING: Independent Shareholders and Independent Optionholders are advised to read the Composite Document and the Form(s) of Acceptance carefully, in particular the letter from the Independent Board Committee which sets out its recommendation and advice to the Independent Shareholders and Independent Optionholders on the Offers and the letter from Messis Capital which sets out its advice to the Independent Board Committee on the Offers, before deciding whether or not to accept the Offers.

Independent Shareholders, Independent Optionholders and/or potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By order of the board of directors of By order of the board of Directors GREEN FLOURISH LIMITED SMIT HOLDINGS LIMITED Huang Xueliang Huang Xueliang Director Chairman

Hong Kong, 28 December 2016

As at the date of this joint announcement, the sole director of the Offeror is Mr. Huang Xueliang.

As at the date of this joint announcement, the executive Director of the Company is Mr. Huang Xueliang (chairman and chief executive officer); the non-executive Directors are Mr. Zeng Zhijie and Mr. Kwan, Allan Chung-yuen; and the independent non-executive Directors are Mr. Zhang Junjie, Mr. Woo Kar Tung, Raymond and Mr. Jin Yufeng.

The director of the Offeror jointly and severally accept full responsibility for the accuracy of the information in this joint announcement (other than in respect of the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than in relation to the Group) 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 of the statements in this joint announcement misleading.

The board of directors of the Company jointly and severally accept full responsibility for the accuracy of the information in this joint announcement (other than in respect of the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than in relation to 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 of the statements in this joint announcement misleading.

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