Weiye Holdings Limited — M&A Activity 2016

Dec 23, 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

(1) ACCEPTANCE LEVEL AS AT THE FIRST OFFERS CLOSING DATE; AND

(2) 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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LEVEL OF ACCEPTANCE AS AT 4:00 P.M. ON 23 DECEMBER 2016

As at 4:00 p.m. on 23 December 2016, the Offeror had (i) received valid acceptances in respect of a total of 87,342,866 Acceptance Shares under the Share Offer, representing approximately 8.10% of the entire issued share capital of the Company as at the date of this joint announcement; and (ii) not received any acceptance in respect of the Option Offer.

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EXTENSION OF OFFER PERIOD

The Offeror and the Company jointly announce 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. All other terms of the Offers, as set out in the Composite Document and in the Forms of Acceptance, remain unchanged.

A separate announcement will be made to set out further details of the revised expected timetable in connection with the Offers as soon as practicable.

References are made to the joint announcements dated 25 October 2016, 14 November 2016 and 2 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.

LEVEL OF ACCEPTANCE AS AT 4:00 P.M. ON 23 DECEMBER 2016

As at 4:00 p.m. on 23 December 2016, the Offeror had (i) received valid acceptances in respect of a total of 87,342,866 Shares (the “ Acceptance Shares ”) under the Share Offer, representing approximately 8.10% of the entire issued share capital of the Company as at the date of this joint announcement; and (ii) not received any acceptance in respect of the Option Offer.

Further announcement on the results of the Offers will be made on 13 January 2017 in accordance with Rule 19.1 of the Takeovers Code.

EXTENSION OF OFFER PERIOD

The Offeror and the Company jointly announce 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. All other terms of the Offers, as set out in the Composite Document and in the Forms of Acceptance, remain unchanged.

A separate announcement will be made to set out further details of the revised expected timetable in connection with the Offers as soon as practicable.

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In view of the above, Shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in securities of the Company. Persons who are in doubt as to the action they should take should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

SHAREHOLDING STRUCTURE

Before the commencement of the Offer Period (i.e. 14 October 2016), the Offeror, Mr. Chen and parties acting in concert with any of them did not hold, control or have direction over any Shares. Immediately following the completion of the SPA I and SPA II and as at the Latest Practicable Date (i.e. 29 November 2016), the Offeror, Mr. Chen and parties acting in concert with any of them held in aggregate 409,529,611 Shares, representing approximately 38.00% of the entire issued share capital of the Company.

Taking into account the Acceptance Shares (subject to the Offers become or are declared unconditional) and the 409,529,611 Shares already owned by the Offeror, Mr. Chen and parties acting in concert with any of them, the Offeror, Mr. Chen and parties acting in concert with any of them are interested in an aggregate of 496,872,477 Shares, representing 46.10% of the total issued share capital of the Company as at the first Offers Closing Date (i.e. on 23 December 2016). Accordingly, the condition of the Share Offer has not been satisfied as at the date of this joint announcement.

Save as disclosed above, none of the Offeror, Mr. Chen and parties acting in concert with any of them acquired or agreed to acquire any Shares or the rights over Shares nor borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period up to the date of this joint announcement.

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The following table sets out the shareholding structure of the Company (i) immediately following the completion of the SPA I and SPA II and as at the Latest Practicable Date (i.e. 29 November 2016) and (ii) as at the date of this joint announcement. (subject to the due registration by the Registrar of the transfer of the valid acceptances of the Offer Shares acquired under the Share Offer to the Offeror):

The Offeror, Mr. Chen and parties acting in concert with any of them Mr. Cheng Yang_(Note 1) Ms. Bai Xue(Note 2) Commotra Company Limited (Note 3)_ Other Shareholders Total:	Immediately following the completion of the SPA I and SPA II and as at the Latest Practicable Date (i.e. 29 November 2016) Number of Shares Approximate percentage (%) 409,529,611 38.00 76,180,000 7.07 73,500 0.01 66,666,666 6.19 525,328,793 48.73 1,077,778,570 100.00	As at the date of this joint announcement Number of Shares Approximate percentage (%) 496,872,477 46.10 76,180,000 7.07 73,500 0.01 66,666,666 6.19 437,985,927 40.64 1,077,778,570 100.00

Notes:

• (1) Mr. Cheng Yang is an executive Director and the chief executive officer of the Company;

• (2) Ms. Bai Xue is the spouse of Mr. Cheng Yang;

• (3) Commotra Company Limited (“ Commotra ”) is interested in 66,666,666 Shares. Commotra is controlled by China Resources (Holdings) Company Limited, which is controlled by CRC Bluesky Limited, which is in turn controlled by China Resources Co., Limited, which is in turn controlled by China Resources National Corporation; and

• (4) The percentages above may not add up to 100% due to rounding.

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As at the date of this joint announcement, the Company has 27,942,462 outstanding Options, of which (i) 6,652,968 Options were granted to certain Directors, namely Ms. Lei Lei with 5,987,670 Options, Mr. Tong Jingguo with 332,649 Options, and Mr. Yang Rusheng with 332,649 Options respectively; and (ii) the remaining 21,289,494 Options were granted to current and former employees of the Group.

By order of the board Grand Nice International Limited Mr. Chen Weiwu Sole Director

By order of the Board Culture Landmark Investment Limited Mr. Cheng Yang Director

Hong Kong, 23 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 their 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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