Weiye Holdings Limited — M&A Activity 2016

Dec 2, 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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares of Culture Landmark Investment Limited.

GRAND NICE CULTURE LANDMARK INTERNATIONAL LIMITED INVESTMENT LIMITED

(incorporated in Bermuda with limited liability)

(incorporated in the British Virgin Islands with limited liability) (Stock Code: 674)

JOINT ANNOUNCEMENT

DESPATCH OF THE COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING TO MANDATORY CONDITIONAL CASH OFFERS BY

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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Independent Financial Adviser to the Independent Board Committee

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References are made to the announcements dated 25 October 2016 and 14 November 2016 (the “ Joint Announcements ”) and the composite offer and response document dated 2 December 2016 (the “ Composite Document ”) jointly issued by Grand Nice International Limited (the “ Offeror ”) and Culture Landmark Investment Limited (the “ Company ”) in relation to, inter alia, the Offers.

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Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document, accompanied by the Forms of Acceptance, setting out, among other things, (i) the expected timetable in respect of the Offers; (ii) the letter from Kingston Securities; (iii) the letter from the Board; (iv) the letter from the Independent Board Committee; and (v) the letter from the Independent Financial Adviser, have been despatched to the Independent Shareholders and the Option Holders on 2 December 2016.

EXPECTED TIMETABLE OF THE OFFERS

The 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 time and dates.

Event Time & Date

Despatch date of the Composite Document and the Form(s) of Acceptance (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 2 December 2016 Offers open for acceptance (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 2 December 2016 Latest time and date for acceptance of Offers on the Offers Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 23 December 2016 Offers Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 23 December 2016 Announcement of the results of the Offers on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . .not later than 7:00 p.m. on Friday, 23 December 2016 Latest date for posting of remittances in respect of valid acceptances received under the Offers by the Offers Closing Date (assuming the Offers become or are declared unconditional on such date) (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 6 January 2017

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Latest time and date for the Offers to remain open for acceptance

(assuming the Offers become or are declared unconditional

• on the Offers Closing Date) (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday,

• 6 January 2017

Final closing date of the Offers if the Offers

become or are declared unconditional

• on the Offers Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 6 January 2017

• Latest date of posting of remittances in respect of valid

• acceptances received under the Offers on or by 4:00 p.m.

• on Friday, 6 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 Offers Closing Date)

• (Notes 3 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 17 January 2017

Latest time and date by which the Offers

can be declared unconditional

as to acceptances (Note 5) . . . . . . . . . . . . . . . . . . . . . . . 7:00 p.m. on Wednesday, 1 February 2017

Notes:

1. The Offers, which are conditional, are made on the date of posting of the Composite Document, and are capable of acceptance on and from that date until 4:00 p.m. on the Offers Closing Date, unless the Offeror revised or extended the Offers in accordance with the Takeovers Code. Subject to the condition of the Offers set out in the “Letter from Kingston Securities” contained in the Composite Document, acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the section headed “Right of withdrawal” in Appendix I to the Composite Document.

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. The Offers will be closed at 4:00 p.m. on the 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 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 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. For further details, please refer to Appendix I to the Composite Document.

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If there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning signal in force on the 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 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.

3. 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 Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

IMPORTANT

Independent Shareholders and Option Holders are encouraged to read the Composite Document and the Forms of Acceptance carefully, including the letter from the Independent Board Committee to the Independent Shareholders and the Option Holders in respect of the Offers and the letter from the Independent Financial Adviser to the Independent Board Committee, the Independent Shareholders and the Option Holders in respect of the Offers, before deciding whether or not to accept the Offers.

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Independent Shareholders/Option Holders and potential investors of the Company should be aware that the Offers are subject to the satisfaction of the “Condition to the Offers” as set out in the “Letter from Kingston Securities” in the Composite Document. Accordingly, the Offers may or may not become unconditional. Independent Shareholders/Option Holders and potential investors should therefore exercise caution when dealing in Shares and exercising 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 dealer or registered institution in securities, bank manager, solicitor or other professional advisers.

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 Chairman

Hong Kong, 2 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 (the Chairman) and Ms. Lei Lei; and the independent non-executive Directors are Mr. Tong Jingguo and Mr. Yang Rusheng.

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