SMIT Holdings Limited — M&A Activity 2017

Jan 18, 2017

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 the Offeror or the Company.

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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

(1) CLOSE OF 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); AND

(2) RESULTS OF THE OFFERS

Financial adviser to the Offeror

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CLOSE OF THE OFFERS

The Offeror and the Company jointly announce that the Offers were closed at 4:00 p.m. on Wednesday, 18 January 2017 and were not revised or extended by the Offeror.

RESULTS OF THE OFFERS

As at 4:00 p.m. on Wednesday, 18 January 2017, being the latest time and date for acceptance of the Offers as set out in the Composite Document, the Offeror (i) had

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received valid acceptances in respect of a total of 1,004,000 Offer Shares under the Share Offer, representing approximately 0.33% of the entire issued share capital of the Company as at the date of this joint announcement; and (ii) had not received any valid acceptances in respect of any Share Options under the Option Offer.

SETTLEMENT OF THE OFFERS

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares tendered under the Share Offer has been or will be despatched to the Independent Shareholders accepting the Share Offer 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 duly 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.

PUBLIC FLOAT

Immediately after the close of the Offers, 141,681,170 Shares, representing approximately 46.94% of the entire issued share capital of the Company, are held by the public (within the meanings of the Listing Rules). Accordingly, as at the date of this joint announcement, the minimum public float requirement as set out under Rule 8.08(1)(a) of the Listing Rules is satisfied.

INTRODUCTION

Reference is made to the composite offer and response document dated 28 December 2016 (the “ Composite Document ”) jointly issued by Green Flourish Limited (the “ Offeror ”) and SMIT Holdings Limited (the “ Company ”) in respect of the mandatory unconditional cash offers by Changjiang Corporate Finance (HK) Limited, on behalf of the Offeror, for all the issued shares in the share capital of the Company and for the cancellation of all the outstanding share options of the Company (other than those already owned and/or agreed to be acquired by the Offeror and/or parties acting in concert with it (the “ Offers ”). Terms used herein shall have the same meanings as those defined in the Composite Document unless the context otherwise requires.

CLOSE OF THE OFFERS

The Offeror and the Company jointly announce that the Offers were closed at 4:00 p.m. on Wednesday, 18 January 2017 and were not revised or extended by the Offeror.

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RESULTS OF THE OFFERS

As at 4:00 p.m. on Wednesday, 18 January 2017, being the latest time and date for acceptance of the Offers as set out in the Composite Document, the Offeror (i) had received valid acceptances in respect of a total of 1,004,000 Offer Shares under the Share Offer, representing approximately 0.33% of the entire issued share capital of the Company as at the date of this joint announcement; and (ii) had not received any valid acceptances in respect of any Share Options under the Option Offer (with 25,428 Share Options having been exercised and converted into 25,428 Shares before the close of the Offers and 55,757,856 Share Options remaining outstanding).

SETTLEMENT OF THE OFFERS

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares tendered under the Share Offer has been or will be despatched to the Independent Shareholders accepting the Share Offer 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 duly 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.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately following the Completion and before the commencement of the Offer Period on 7 December 2016, the Offeror and parties acting in concert with it were interested in 165,161,810 Shares, representing 54.72% of the entire issued share capital of the Company.

During the Offer Period, there were valid acceptances in respect of a total of 1,004,000 Offer Shares, representing approximately 0.33% of the entire issued share capital of the Company under the Share Offer. Immediately after the close of the Offers and exercise of the 25,428 Share Options by the Independent Optionholders, taking into account the valid acceptance in respect of 1,004,000 Offer Shares under the Share Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 166,165,810 Shares, representing approximately 55.05% of the entire issued share capital of the Company as at the date of this joint announcement. Save as the aforesaid, neither the Offeror nor parties acting in concert with it had acquired or agreed to acquire any Shares or rights over the Shares during the Offer Period.

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Set out below is the shareholding structure of the Company (i) immediately after Completion and before the commencement of the Offer Period and (ii) immediately upon close of the Offers and as at the date of this joint announcement:

	Immediately after the	Immediately after the	Immediately after the	Immediately upon close of	Immediately upon close of	Immediately upon close of	Immediately upon close of
	Completion and before			**the Offers and **	**as at **		the
	**the commencement **		of the	**date of this **	joint
	Offer Period			announcement
			% of			% of
	Number of	Shares in		Number of	Shares in
Name of Shareholders	Shares held		issue	Shares held			issue
The Offeror and the parties
acting in concert with it	165,161,810		54.72	166,165,810		55.05
Undertaking Obligors
Xinxin (Hongkong) Capital
Co., Limited	29,999,000		9.94	29,999,000			9.94
Pacven Walden Ventures V,
L.P.	25,779,560		8.54	25,779,560			8.54
Shanghai SummitView
Venture Capital Limited
Partnership	10,214,000		3.38	10,214,000			3.38
Beijing Integrated Circuit
Industry International
Fund L.P.	8,123,000		2.69	8,123,000			2.69
SVIC No, 30 New
Technology Business
Investment L.L.P.	2,050,000		0.68	2,050,000			0.68
Other Shareholders	60,512,438		20.05	59,533,866		19.72
Total	301,839,808		100.00	301,865,236	100.00

Save for (i) 37,509,356 Shares already owned or controlled by the Offeror and the parties acting in concert with it immediately before Completion; (ii) the acquisition of the Sale Shares by the Offeror pursuant to the Share Purchase Agreements (which was completed on 5 December 2016); and (iii) the valid acceptance in respect of 1,004,000 Offer Shares under the Share Offer, none of the Offeror and/or persons acting in concert with it owned or controlled or directed over any Shares or other securities of the Company or rights over the Shares before and during the Offer Period up to and including the date of this joint announcement. The Offeror

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and parties acting in concert with it have not borrowed or lent any Shares or any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period up to and including the date of this joint announcement.

PUBLIC FLOAT

Immediately after the close of the Offers, 141,681,170 Shares, representing approximately 46.94% of the entire issued share capital of the Company, are held by the public (within the meanings of the Listing Rules). Accordingly, as at the date of this joint announcement, the minimum public float requirement as set out under Rule 8.08(1)(a) of the Listing Rules is satisfied.

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, 18 January 2017

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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