Walnut Capital Limited — M&A Activity 2020

Jun 15, 2020

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 any securities of the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

CHINA LEAD INVESTMENT HOLDINGS LIMITED 領華投資控股有限公司

(Incorporated in the British Virgin Islands with limited liability)

GLOBAL MASTERMIND CAPITAL LIMITED 環球大通投資有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 905)

JOINT ANNOUNCEMENT DELAY IN DESPATCH OF COMPOSITE DOCUMENT RELATING TO MANDATORY UNCONDITIONAL CASH OFFER BY SPRING SECURITIES LIMITED FOR AND ON BEHALF OF CHINA LEAD INVESTMENT HOLDINGS LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF GLOBAL MASTERMIND CAPITAL LIMITED AND TO CANCEL ALL OUTSTANDING OPTIONS OF GLOBAL MASTERMIND CAPITAL LIMITED (OTHER THAN THOSE SHARES AND OPTIONS ALREADY OWNED BY OR TO BE ACQUIRED BY CHINA LEAD INVESTMENT HOLDINGS LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Joint financial advisers to the Offeror

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Grand Harbour Corporate Finance Limited

Joint financial advisers to the Company

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Independent Financial Adviser to the Independent Board Committee

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• For identification purposes only

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Reference is made to the announcement dated 25 May 2020 jointly issued by the Company and the Offeror in relation to the Offers (the “ Joint Announcement ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document is required to be despatched within 21 days of the date of the Joint Announcement (i.e. on or before 15 June 2020) or such later date as the Executive may approve. As additional time is required for finalising the Composite Document (including preparing the statement of the Company’s indebtedness in the Composite Document), an application for consent has been made to the Executive and the Executive has indicated that it is minded to grant consent to extending the latest time for the despatch of the Composite Document to a date falling on or before 19 June 2020.

A further announcement will be jointly made by the Offeror and the Company when the Composite Document (accompanied by the Forms of Acceptance) is despatched.

Shareholders, Optionholders and/or potential investors of the Company should exercise caution when dealing in the Shares, exercising the Options or other rights in respect of any of them. Persons who are in doubt as to the action they should take should consult their licensed securities dealers or registered institutions in securities, bank managers, solicitors, professional accountants or other professional advisers.

By order of the board By order of the Board China Lead Investment Holdings Limited Global Mastermind Capital Limited Ng Kwok Fai Mung Kin Keung Sole Director Chairman

Hong Kong, 15 June 2020

As at the date of this joint announcement, the Board comprises Mr. Mung Kin Keung, and Mr. Mung Bun Man, Alan as executive Directors; and Mr. Fung Wai Ching, Mr. Lei Seng Fat and Mr. Poon Wai Hoi, Percy as independent non-executive Directors.

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The Directors jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Offeror and parties acting in concert with it) contained in this joint announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed (other than those expressed by the Offeror and parties acting in concert with it) in this joint announcement 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. Ng Kwok Fai is the sole director of the Offeror.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than opinions 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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