Weiye Holdings Limited — M&A Activity 2016

Dec 28, 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.

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company and the Offeror.

GRAND NICE INTERNATIONAL LIMITED

(incorporated in the British Virgin Islands with limited liability)

CULTURE LANDMARK INVESTMENT LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 674)

JOINT ANNOUNCEMENT

REVISED TIMETABLE FOR THE EXTENSION OF OFFER PERIOD IN RELATION TO THE MANDATORY CONDITIONAL CASH OFFERS BY

FOR AND ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES OF THE COMPANY (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR) AND TO CANCEL ALL OUTSTANDING OPTIONS OF THE COMPANY

Financial adviser to the Offeror

Financial adviser to the Company

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References are made to the joint announcements dated 25 October 2016, 14 November 2016, 2 December 2016 and 23 December 2016 and the composite offer and response document dated 2 December 2016 (the “ Composite Document ”) jointly issued by the Company and the Offeror in relation to, inter alia, the Offers. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

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The Offeror and the Company jointly announced on 23 December 2016 that in order to provide additional time for the Independent Shareholders and Option Holders to consider the Offers, the closing time and date of the Offers made by Kingston Securities for and on behalf of the Offeror will be extended by the Offeror from 4:00 p.m. on 23 December 2016 to 4:00 p.m. on 13 January 2017 (the “ Extended Offers Closing Date ”). All other terms of the Offers, as set out in the Composite Document and in the Forms of Acceptance, remain unchanged.

REVISED EXPECTED TIMETABLE

The revised expected timetable sets out below is indicative only and may be subject to change.

Further announcement(s) will be made in the event of any changes to the timetable as and when appropriate.

All time and date references contained in this joint announcement refer to Hong Kong times and dates.

Event Time & Date

First Offers Closing Date (Note 1). . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 23 December 2016 Latest time and date for acceptance of Offers on the Extended Offers Closing Date (Note 1) . . . . . . . . . . . .4:00 p.m. on Friday, 13 January 2017

Extended Offers Closing Date (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 13 January 2017 Announcement of the results of the extended Offers on the website of the Stock Exchange (Note 1) . . . . . . . . . . . . . . not later than 7:00 p.m. on Friday, 13 January 2017 Latest date for posting of remittances in respect of valid acceptances received under the Offers by the Extended Offers Closing Date (assuming the Offers become or are declared unconditional on such date) (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 24 January 2017 Latest time and date for the Offers to remain open for acceptance (assuming the Offers become or are declared unconditional on the Extended Offers Closing Date) (Note 3) . . . . . . . . . . . . . . 4:00 p.m. on Friday, 27 January 2017

Final closing date of the Offers if the Offers become or are declared unconditional on the Extended Offers Closing Date . . . . . . . . Friday, 27 January 2017 Latest time and date by which the Offers can be declared unconditional as to acceptances (Note 4) . . . . . . 7:00 p.m. on Wednesday, 1 February 2017

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• Latest date of posting of remittances in respect of valid

• acceptances received under the Offers on or by 4:00 p.m. on Friday, 27 January 2017, being the latest date on which the Offers remain open for acceptances (assuming the Offers become or are declared unconditional in all

• respects on the Extended Offers Closing Date) (Notes 2 and 3) . . . . . . . Thursday, 9 February 2017

Notes:

1. In accordance with the Takeovers Code, the Offers must initially be open for acceptance for at least 21 days following the date on which this Composite Document is posted (i.e on 2 December 2016). As stated in the announcement jointly made by the Offeror and the Company dated 23 December 2016, the Offer Period would be extended and the Offers will be closed at 4:00 p.m. on Friday, 13 January 2017, being the Extended Offers Closing Date unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. An announcement will be jointly issued by the Company and the Offeror on the website of the Stock Exchange by 7:00 p.m. on the Extended Offers Closing Date, stating the results of the Offers and whether the Offers have been extended, revised or expired or have become or are declared unconditional in all respects. In the event that the Offeror decides to extend the Offers and the announcement does not specify the next closing date, at least 14 days’ notice by way of an announcement will be given before the Offers are closed to those Independent Shareholders and Option Holders who have not accepted the Offers. An acceptor of the Offers shall be entitled to withdraw his acceptance after 21 days from the first closing date of the Offers (i.e after 13 January 2017) if the Offers have not by then become unconditional as to acceptances. However, this entitlement to withdraw shall only be exercisable until such time as the Offers become or are declared unconditional as to acceptances.

If there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning signal in force on the Extended Offers Closing Date and (i) not cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offers will be postponed to 4:00 p.m. on the next Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve; or (ii) cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offers will be on the same day, i.e. 4:00 p.m. on the Extended Offers Closing Date.

1. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares and/or the Options tendered under the Offers will be despatched to the Independent Shareholders and/or the Option Holders accepting the Offers by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the later of: (i) the date on which the Offers become or are declared unconditional in all respects; or (ii) the date of receipt of all relevant acceptance documents required to render the acceptance by the Registrar (in case of Offer Shares) or the Company secretary of the Company (in case of Option Offer) complete and valid in accordance with the Takeovers Code.

2. In accordance with the Takeovers Code, where the Offers become or are declared unconditional in all respects, the Offers should remain open for acceptance for not less than 14 days thereafter. In such case, at least 14 days’ notice in writing must be given before the Offers are closed to the Independent Shareholders and Option Holders who have not accepted the Offers. The Offeror has the right, subject to the Takeovers Code, to extend the Offers until such date as it may determine or as permitted by the Executive. The Option Offer is conditional upon Share Offer becoming or being declared unconditional in all respects and will remain open for as long as the Share Offer remains open for acceptance.

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1. In accordance with the Takeovers Code, except with the consent of the Executive, the Offers may not become or be declared unconditional as to acceptances after 7:00 p.m. on the 60th day after the day of the posting of this Composite Document. Where a 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. Accordingly, unless the Offers have previously become or is declared unconditional in all respects as to acceptance, the Offers will lapse after 7:00 p.m. on Wednesday, 1 February 2017, unless extended with the consent of the Executive.

Save as mentioned above, if the latest time for the acceptance of the Offers and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Independent Shareholders and the Option Holders by way of announcement(s) on any change to the expected timetable as soon as practicable.

By order of the board By order of the Board Grand Nice International Limited Culture Landmark Investment Limited Mr. Chen Weiwu Mr. Cheng Yang Sole Director Director

Hong Kong, 28 December 2016

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement, other than those relating to the Company and the Group, and confirms, having made all reasonable inquiries, that, to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Company and the Group) have been arrived at after due and careful consideration and that there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement, other than those relating to the Offeror and parties acting in concert with it, and confirm, having made all reasonable inquiries, that, to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and that 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 sole director of the Offeror is Mr. Chen Weiwu.

As at the date of this joint announcement, the executive Directors are Mr. Cheng Yang, Ms. Lei Lei, Mr. Chen Weiwu (Chairman), Mr. Chen Gengxian, Mr. Chen Songbin and Mr. Zhou Houjie; and the independent non-executive Directors are Mr. Tong Jingguo, Mr. Yang Rusheng, Mr. Chen Youchun and Mr. Chan Chein Kwong William.

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