Welife Technology Limited — M&A Activity 2022

Jan 6, 2022

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 any securities of Palace Banquet Holdings Limited, nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute violation of the relevant laws of any such jurisdiction.

==> picture [7 x 6] intentionally omitted <==

==> picture [6 x 6] intentionally omitted <==

==> picture [6 x 4] intentionally omitted <==

==> picture [10 x 4] intentionally omitted <==

==> picture [10 x 4] intentionally omitted <==

==> picture [14 x 15] intentionally omitted <==

==> picture [15 x 14] intentionally omitted <==

==> picture [7 x 5] intentionally omitted <==

==> picture [10 x 5] intentionally omitted <==

==> picture [9 x 5] intentionally omitted <==

==> picture [6 x 4] intentionally omitted <==

==> picture [6 x 6] intentionally omitted <==

==> picture [6 x 6] intentionally omitted <==

==> picture [6 x 6] intentionally omitted <==

==> picture [6 x 6] intentionally omitted <==

WONDERFUL COSMOS LIMITED PALACE BANQUET HOLDINGS LIMITED 首灃控股有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1703)

JOINT ANNOUNCEMENT

DESPATCH OF THE COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING TO

THE MANDATORY UNCONDITIONAL CASH OFFER BY CHINA TONGHAI SECURITIES LIMITED FOR AND ON BEHALF OF WONDERFUL COSMOS LIMITED TO ACQUIRE ALL OF THE ISSUED SHARES OF PALACE BANQUET HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY WONDERFUL COSMOS LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

Financial Adviser to the Offeror

Offer Agent to the Offeror

==> picture [26 x 25] intentionally omitted <==

Independent Financial Adviser to the Independent Board Committee

1

References are made to:

• (a) the joint announcement dated 16 December 2021 issued by Palace Banquet Holdings Limited (the “ Company ”) and Wonderful Cosmos Limited (the “ Offeror ”) in relation to, among other things, the mandatory unconditional cash offer by China Tonghai Securities Limited 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 the Offeror’s Concert Parties) (the “ Offer ”); and

• (b) the composite offer response document dated 6 January 2022 jointly issued by the Company and the Offeror in relation to the Offer (the “ Composite Document ”).

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 containing, among other things, (i) details of the Offer (including the expected timetable and terms of the Offer); (ii) the letter from China Tonghai Securities; (iii) the letter from the Board; (iv) the letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Offer; and (v) the letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee in relation to the Offer, together with the Form of Acceptance, has been despatched to the Independent Shareholders on 6 January 2022 in accordance with the Takeovers Code.

EXPECTED TIMETABLE

The timetable set out below is indicative only and may be subject to change. Any change to the timetable will be jointly announced by the Offeror and the Company as and when appropriate. Unless otherwise specified, all time and dates contained in this joint announcement refer to Hong Kong local time and dates.

Events Hong Kong Date and Time
Despatch date of the Composite Document and
the accompanying Form of Acceptance(Note 1). . . . . . . . . . . . . . . . . . . . Thursday, 6 January 2022
Offer opens for acceptance(Note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 6 January 2022
Latest time and date for acceptance of the Offer(Notes 2 and 3). . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on
Thursday, 27 January 2022
The Closing Date(Notes 2 and 5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 27 January 2022
Announcement of the results of the Offer
as at the Closing Date to be posted on the website
of the Stock Exchange(Notes 2 and 5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . no later than 7:00 p.m. on
Thursday, 27 January 2022
Latest date for posting of remittances for the amounts
due in respect of valid acceptances received
under the Offer(Notes 4 and 5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 10 February 2022

2

Notes:

1. The Offer, which is unconditional in all respects, is made on Thursday, 6 January 2022, the date of posting of the Composite Document, and is capable of acceptance on and from that date until 4:00 p.m. on the Closing Date. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances as set out in the section headed “5. Right of withdrawal” in Appendix I to the Composite Document.

2. In accordance with the Takeovers Code, the Offer must initially be open for acceptance for at least 21 days following the date on which the Composite Document is posted. The Offer will be closed for acceptance on the Closing Date. The latest time and date for acceptance of the Offer will be at 4:00 p.m. on Thursday, 27 January 2022 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. The Offeror and the Company will jointly issue an announcement through the websites of the Stock Exchange and the Company by no later than 7:00 p.m. on 27 January 2022, stating whether the Offer has been extended, revised or has closed for acceptance. In the event that the Offeror decides to extend or revise the Offer 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 Offer is closed to those Independent Shareholders who have not accepted the Offer.

3. Beneficial owners of the Offer Shares who hold their Offer Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (set out in Appendix I to the Composite Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

4. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable in respect of acceptance of the Offer will be despatched to the accepting Shareholder(s) by ordinary post at their own risk as soon as possible, but in any event within seven Business Days following the date of receipt by the Registrar of the duly completed Form of Acceptance and all requisite documents to render the acceptance under the Offer complete and valid in accordance with the Takeovers Code.

5. If there is a tropical cyclone warning signal number 8 or above, or a “black rainstorm warning”, or “extreme conditions” caused by super typhoons:

6. (i) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer will remain at 4:00 p.m. on the same Business Day and the posting of remittances will remain on the same Business Day; or

7. (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer or the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, as the case may be, will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m. or such other day as the Executive may approve in accordance with the Takeovers Code.

Save as mentioned above, if the latest time for acceptance of the Offer 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 jointly notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

3

WARNING

The Offer is unconditional in all aspects. Independent Shareholders are encouraged to read the Composite Document and the Form of Acceptance carefully, including the letter from the Independent Board Committee, the letter from the Independent Financial Adviser and other information of the Group before deciding whether or not to accept the Offer.

Shareholders and potential investors of the Company are reminded to monitor the announcements to be made by the Company or jointly by the Offeror and the Company in respect of the progress of the Offer and are advised to exercise caution when dealing in the Shares. Persons who are in doubt as to the action to be taken should consult their professional advisers.

The Offeror and the Company remind their respective associates of the dealing restrictions under the Takeovers Code and to disclose their permitted dealings, if any, in any securities of the Company.

By Order of the board of director of By Order of the Board Wonderful Cosmos Limited Palace Banquet Holdings Limited Tam Kar Wai Chan Shou Ming Sole Director Chairman and Executive Director

Hong Kong, 6 January 2022

As at the date of this joint announcement, the executive Directors are Mr. Chan Shou Ming, Ms. Chen Xiao Ping and Ms. Qian Chunlin; and the independent non-executive Directors are Mr. Lee Wai Man, Mr. Ng Kwok Tung and Mr. Tsang Hung Kei.

The Directors jointly and severally accept full responsibility for the accuracy of the information (other than those relating to the Offeror and the Offeror’s Concert Parties) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of 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 statement in this joint announcement misleading.

As at the date of this joint announcement, the sole director of the Offeror is Mr. Tam.

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

The English text of this joint announcement shall prevail over its Chinese text.

4