Financial adviser to the Joint Offerors. Guotai Junan Capital Limited

Transcription

1 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 Steed Oriental (Holdings) Company 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 a violation of the relevant laws of such jurisdiction. STEED ORIENTAL (HOLDINGS) COMPANY LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8277) SUN XUE SONG AND XUE ZHAO QIANG JOINT ANNOUNCEMENT UNCONDITIONAL MANDATORY CASH OFFERS BY GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED ON BEHALF OF THE JOINT OFFERORS TO ACQUIRE ALL THE ISSUED SHARES AND TO CANCEL ALL OUTSTANDING OPTIONS OF STEED ORIENTAL (HOLDINGS) COMPANY LIMITED (OTHER THAN THOSE ALREADY OWNED BY THE JOINT OFFERORS AND THE PARTIES ACTING IN CONCERT WITH THEM) AND RESUMPTION OF TRADING Financial adviser to the Joint Offerors Guotai Junan Capital Limited The Company was informed by the Joint Offerors that on 20 June 2016, the Joint Offerors as purchasers entered into the SPA with, among others, MG, FA and MN as the vendors, pursuant to which the Joint Offerors agreed to acquire 45,661,941 Shares from MG, 34,246,456 Shares from FC and 34,246,456 Shares from MN, representing a total of 114,154,853 Shares which in turn represents approximately in aggregate 56.98% equity interest in the Company as at the date of the SPA for an aggregate consideration of HK$190,638,604.51, equivalent to HK$1.67 per Acquired Share, which was agreed between the Joint Offerors and the Vendors after arm s length negotiations. 1

2 Completion took place on 22 June The Acquired Shares acquired by the Joint Offerors are held as to 80% by Ms. Sun and 20% by Mr. Xue. As a result of the Completion, the Joint Offerors collectively hold voting rights in the Company of 50% or more and have therefore incurred an obligation to make an unconditional mandatory offer under the Takeovers Code for all the issued Shares (other than those already owned or agreed to be acquired by the Joint Offerors and parties acting in concert with them) and to cancel all the outstanding Share Options. THE OFFER The Offers will be made by GTJA Securities for and on behalf of the Joint Offerors on the terms to be set out in the offer document or, as the case may be, the composite document in compliance with the Takeovers Code on the following basis: The Share Offer As at the date of this joint announcement, there are 200,333,333 Shares in issue. The Share Offer will be made by GTJA Securities on behalf of the Joint Offerors on the following basis: For each Offer Share HK$1.67 in cash The Offer Price of HK$1.67 per Offer Share under the Share Offer is the same as the purchase price per Acquired Share paid by the Joint Offerors in the SPA. The Offer Shares to be acquired under the Share Offer shall be fully paid and shall be acquired free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the date on which the Share Offer is made or subsequently becoming attached to them, including the right to receive in full all dividends and other distributions, if any, the record date of which is on or after the date on which the Share Offer is made. 2

3 The Option Offer The Option Offer will be made by GTJA Securities on behalf of the Joint Offerors in accordance with Rule 13 of the Takeovers Code for the cancellation of all outstanding Share Options (assuming that no Share Options are exercised before the close of the Offers) on the following basis: As at the date of this joint announcement, there are 9,300,000 Share Options outstanding, of which 8,300,000 Share Options confer rights to the holders thereof to subscribe for the Shares at the exercise prices of HK$0.83 per Share and 1,000,000 Share Options confer rights to the holders thereof to subscribe for the Shares at the exercise prices of HK$0.85 per Share. GTJA Securities on behalf of the Joint Offerors, will make the Option Offer on the following terms: For each Share Option with an exercise price of HK$ HK$0.84 in cash For each Share Option with an exercise price of HK$ HK$0.82 in cash The Option Offer Price of HK$0.84 for Share Options with an exercise price of HK$0.83 represents the difference between the exercise price of HK$0.83 and the Offer Price. The Option Offer Price of HK$0.82 for Share Options with an exercise price of HK$0.85 represents the difference between the exercise price of HK$0.85 and the Offer Price. FINANCIAL RESOURCES AVAILABLE TO THE JOINT OFFERORS The Joint Offerors will satisfy the consideration payable under the Offers by way of the Facility. Assuming full exercise of the Share Options before the close of the Offers and full acceptance of the Share Offer, the maximum aggregate amount payable by the Joint Offerors is HK$159,449,062. GTJA Capital being the financial adviser to the Joint Offerors, is satisfied that sufficient financial resources are available to the Joint Offerors to satisfy the consideration payable upon full acceptance of the Offers. The Joint Offerors have obtained the Facility from GTJA Securities, pursuant to which, the Acquired Shares are and all Shares acquired pursuant to the Share Offer will be deposited into the securities account of the Joint Offerors in GTJA Securities. 3

4 INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER The Independent Board Committee will be constituted in due course in accordance with Rule 2.8 of the Takeovers Code to advise and give a recommendation to the Independent Shareholders and Independent Optionholders other than the Joint Offerors and parties acting in concert with either of or both of them in respect of the Offers, as to whether the terms of the Offers are fair and reasonable and as to the acceptance of the Offers. An independent financial adviser to the Independent Board Committee will be appointed with the approval of the Independent Board Committee. An announcement of such appointment will be made in due course. DESPATCH OF COMPOSITE DOCUMENT The Joint Offerors and the Company intend to combine the offer document and the offeree board circular into a composite document which contains amongst others, details of the Offers, accompanied by the relevant form of acceptance and transfer, and incorporating the recommendation from the Independent Board Committee and the advice letter from the Independent Financial Adviser in respect of the Offer. Pursuant to Rule 8.2 of the Takeovers Code, the composite document is required to be despatched within 21 days of the date of this joint announcement. The composite document is expected to be despatched to the Shareholders on or before 13 July SUSPENSION AND RESUMPTION OF TRADING IN THE SHARES At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 1:00 p.m. on 20 June 2016 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 23 June This joint announcement is made by the Company and the Joint Offerors pursuant to the Takeovers Code, and (in the case of the Company) pursuant to Rule of the GEM Listing Rules and the Inside Information Provisions (as defined in the GEM Listing Rules) under Part XIVA of the SFO. 4

5 UNCONDITIONAL MANDATORY CASH OFFERS The Company was informed by the Joint Offerors that on 20 June 2016, the Joint Offerors as purchasers entered into the SPA with, among others, MG, FA and MN as the vendors, pursuant to which the Joint Offerors agreed to acquire 45,661,941 Shares from MG, 34,246,456 Shares from FC and 34,246,456 Shares from MN, representing a total of 114,154,853 Shares which in turn represents approximately in aggregate 56.98% equity interest in the Company as at the date of the SPA for an aggregate consideration of HK$190,638, (the Consideration ), equivalent to HK$1.67 per Acquired Share, which was agreed between the Joint Offerors and the Vendors after arm s length negotiations. The Consideration was fully settled by way of cash as follows: (i) as to HK$76,255, to MG paid by Ms. Sun; (ii) as to HK$57,191, to FA paid by Ms. Sun; (iii) as to HK$19,063, to MN paid by Ms. Sun; and (iv) as to HK$38,127, to MN paid by Mr. Xue The Supplemental Agreement was entered into between, among others, MG, FA and MN as the vendors and the Joint Offerors as the purchasers on 21 June 2016, pursuant to which the Completion shall take place on or before 6:00 p.m. 22 June Completion took place on 22 June The Acquired Shares acquired by the Joint Offerors are held as to 80% by Ms. Sun and 20% by Mr. Xue in the following manner: (i) as to 91,323,882 Acquired Shares acquired Ms. Sun, representing approximately 45.58% of the total issued Shares as at the date of this joint announcement; and (ii) as to 22,830,971 Acquired Shares acquired by Mr. Xue, representing approximately 11.40% of the total issued Shares as at the date of this joint announcement. As a result of the Completion, the Joint Offerors collectively hold voting rights in the Company of 50% or more and have therefore incurred an obligation to make an unconditional mandatory offer under the Takeovers Code for all the issued Shares (other than those already owned or agreed to be acquired by the Joint Offerors and parties acting in concert with them) and to cancel all the outstanding Share Options. As at the date of this joint announcement, save for the Acquired Shares, the Joint Offerors and parties acting in concert with them do not own, control or have direction over any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company. 5

6 Save for the 200,333,333 issued Shares and the Share Options, the Company has no outstanding securities, options, warrants or derivatives which are convertible into or which confer rights to require the issue of Shares and the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this joint announcement. THE OFFERS As at the date of this joint announcement, there are (i) a total of 200,333,333 Shares in issue; and (ii) 9,300,000 Share Options outstanding. Save as disclosed above, the Company confirms that there are no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company as at the date of this joint announcement. The Offers will be made by GTJA Securities for and on behalf of the Joint Offerors on the terms to be set out in the offer document or, as the case may be, the composite document in compliance with the Takeovers Code on the following basis: The Share Offer As at the date of this joint announcement, there are 200,333,333 Shares in issue. The Share Offer will be made by GTJA Securities on behalf of the Joint Offerors on the following basis: For each Offer Share HK$1.67 in cash The Offer Price of HK$1.67 per Offer Share under the Share Offer is the same as the purchase price per Acquired Share paid by the Joint Offerors in the SPA. The Offer Shares to be acquired under the Share Offer shall be fully paid and shall be acquired free from all liens, charges, encumbrances, rights of preemption and any other third party rights of any nature and together with all rights attaching to them as at the date on which the Share Offer is made or subsequently becoming attached to them, including the right to receive in full all dividends and other distributions, if any, the record date of which is on or after the date on which the Share Offer is made. The Offer Shares tendered for the Share Offer (the Tendered Offer Shares ) shall be allocated between the Joint Offerors as to 80% to Ms. Sun and as to 20% to Mr. Xue. The consideration for acquiring the Tendered Offer Shares shall also be funded by the Joint Offerors in accordance with the above mentioned proportion. 6

7 Comparison of Value The Offer Price of HK$1.67 per Offer Share represents: (i) a premium of approximately 9.9% to the last trading price of HK$1.52 per Share as quoted on the Stock Exchange immediately before trading in the Shares were halted on 20 June 2016 and being the Last Trading Day; (ii) a premium of approximately 20.1% over the average closing price of HK$1.39 per Share as quoted on the Stock Exchange for the last five (5) consecutive trading days up to and including the Last Trading Day; (iii) a premium of approximately 23.7% over the average closing price of approximately HK$1.35 per Share as quoted on the Stock Exchange for the last ten (10) consecutive trading days up to and including the Last Trading Day; (iv) a premium of approximately 21.9% over the average closing price of HK$1.37 per Share as quoted on the Stock Exchange for the last thirty (30) consecutive trading days up to and including the Last Trading Day; and (v) a premium of approximately 307.3% to the audited consolidated net asset value attributable to Shareholders of approximately HK$0.41 per Share as at 31 March 2016, the date to which the latest audited consolidated financial results of the Company were made up. Highest and Lowest Share Prices During the six-month period preceding and including the Last Trading Day, the highest and lowest daily closing prices of the Shares as quoted on the Stock Exchange was HK$1.54 per Share on 13 April 2016 and 26 May 2016 and HK$0.73 per Share on 1 March 2016, respectively. The Option Offer The Option Offer will be made by GTJA Securities on behalf of the Joint Offerors in accordance with Rule 13 of the Takeovers Code for the cancellation of all outstanding Share Options (assuming that no Share Options are exercised before the close of the Offers) on the following basis: 7

8 As at the date of this joint announcement, there are 9,300,000 Share Options outstanding, of which 8,300,000 Share Options confer rights to the holders thereof to subscribe for the Shares at the exercise prices of HK$0.83 per Share and 1,000,000 Share Options confer rights to the holders thereof to subscribe for the Shares at the exercise prices of HK$0.85 per Share. GTJA Securities on behalf of the Joint Offerors, will make the Option Offer on the following terms: For each Share Option with an exercise price of HK$ HK$0.84 in cash For each Share Option with an exercise price of HK$ HK$0.82 in cash The Option Offer Price of HK$0.84 for Share Options with an exercise price of HK$0.83 represents the difference between the exercise price of HK$0.83 and the Offer Price. The Option Offer Price of HK$0.82 for Share Options with an exercise price of HK$0.85 represents the difference between the exercise price of HK$0.85 and the Offer Price. The Company confirms that the outstanding Share Options have a validity period: (1) from 2 October 2015 to 23 February 2025 (for those Share Options with an exercise price of HK$0.83 per Share) and (2) from 19 November 2015 to 23 February 2025 (for those Share Options with an exercise price of HK$0.85 per Share) and have been and will be exercisable in the following manner: (i) One-third of the Share Options could be exercisable on or before 31 March 2016, (ii) two-third of the Share Options could be exercisable on or before 31 March 2017, and (iii) all of the Share Options could be exercisable after 31 March 2017 and up to 23 February Therefore, two-third of the Share Options, i.e. 6,199,999 Share Options, are exercisable as at the date of this joint announcement. Pursuant to the terms of the Share Option Scheme, if the Share Offer becomes or is declared unconditional, the Optionholders shall be entitled to exercise the Options in full (to the extent not already exercised) at any time within 14 days after the date on which such Share Offer becomes or is declared unconditional. As the Offers is unconditional, the commencement date of such 14-day period shall be the despatch date of the offer document. The Share Options not exercised at the expiry of such 14-day period shall lapse. Save as aforesaid, the Company has no other outstanding shares, options, warrants, derivatives or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) that carry a right to subscribe for or which are convertible into Shares. 8

9 VALUE OF THE OFFERS On the basis of 200,333,333 Shares in issue, of which the Joint Offerors holds 114,154,853 Shares, as at the date of this joint announcement and assuming the outstanding 9,300,000 Share Options to be exercised in full, the Offers based on the Offer Price will be valued at approximately HK$159,449,062. On the basis of 200,333,333 Shares in issue, of which the Joint Offerors holds 114,154,853 Shares, as at the date of this joint announcement and assuming no Share Options to be exercised, the Share Offer based on the Offer Price will be valued at approximately HK$143,918,062. On the basis of 9,300,000 Share Options are outstanding as at the date of this joint announcement and assuming no Share Options to be exercised, the Option Offer based on the Option Offer Price as mentioned in this joint announcement will be valued at approximately HK$7,792,000. FINANCIAL RESOURCES AVAILABLE TO THE JOINT OFFERORS The Joint Offerors will satisfy the consideration payable under the Offers by way of the Facility. Assuming full exercise of the Share Options before the close of the Offers and full acceptance of the Share Offer, the maximum aggregate amount payable by the Joint Offerors is HK$159,449,062. GTJA Capital being the financial adviser to the Joint Offerors, is satisfied that sufficient financial resources are available to the Joint Offerors to satisfy the consideration payable upon full acceptance of the Offers. The Joint Offerors have obtained the Facility from GTJA Securities, pursuant to which, the Acquired Shares are and all Shares acquired pursuant to the Share Offer will be deposited into the securities account of the Joint Offerors in GTJA Securities. EFFECTS OF ACCEPTING THE OFFERS By accepting the Share Offer, the Shareholders will sell their Shares to the Joint Offerors free from all liens, claims, encumbrances and all third party rights and with all rights attached thereto as at the date of the date on which the Share Offer is made or subsequently becoming attached to them, including the right to receive all dividends and declared, paid or made, if any, on or after the date on which the offer document or the composite document is posted. The making of the Share Offer to a person with a registered address in a jurisdiction outside Hong Kong may be affected by the applicable laws of the relevant jurisdiction. Shareholders with registered addresses in jurisdictions outside Hong Kong should inform themselves about and observe any applicable legal requirements in their own jurisdictions. 9

10 By accepting the Option Offer, holders of the Share Options are deemed to have warranted to the Joint Offerors that the Share Options are free from all liens, claims, encumbrances and all third party rights and the Share Options will be cancelled and renounced together with all rights attaching thereto as at the date on which the offer document or the composite document is posted or subsequently becoming attached to them. Acceptance of the Offers would be irrevocable and would not be capable of being withdrawn, subject to the provision of the Takeovers Code. SETTLEMENT Settlement of the considerations for the Offer Shares and the considerations for the Share Options will be made in cash as soon as possible but in any event within seven Business Days of the date on which the relevant documents of title are received by or on behalf of the Joint Offerors to render each such acceptance complete and valid. HONG KONG STAMP DUTY Seller s Hong Kong ad valorem stamp duty payable by the Shareholders who accept the Share Offer is calculated at a rate of 0.1% of (i) the market value of the Offer Shares; or (ii) the consideration payable by the Joint Offerors in respect of the relevant acceptances of the Share Offer, whichever is higher, will be deducted from the amount payable by the Joint Offerors to such person on acceptance of the Share Offer. No stamp duty is payable in connection with the Option Offer. TAXATION ADVICE Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Offers. None of the Joint Offerors, parties acting in concert with them, the Company, GTJA Securities, GTJA Capital and (as the case may be) their respective ultimate beneficial owners, directors, officers, agents or associates or any other person involved in the Offers accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Offers. 10

11 DEALING AND INTERESTS IN THE COMPANY S SECURITIES Save for the 114,154,853 Acquired Shares, none of the Joint Offerors or parties acting in concert with either of or both of them has dealt in any Shares, options, derivatives, warrants or other securities convertible into Shares during the six-month period immediately prior to the date of this joint announcement, being the commencement date of the offer period. The Joint Offerors confirm that, as at the date of this joint announcement: (i) the Joint Offerors and/or parties acting in concert with them have not received any irrevocable commitment to accept or reject the Offers; (ii) there is no outstanding derivative in respect of securities in the Company which has been entered into by the Joint Offerors and/or any person acting in concert with either of or both of them; (iii) there are no conditions to which the Offers are subject; (iv) save for the Facility, there is no arrangement (whether by way of option, indemnity or otherwise) in relation to the Shares and which may be material to the Offer (as referred to in Note 8 to Rule 22 of the Takeovers Code); (v) save for the Acquired Shares held by the Joint Offerors, none of the Joint Offerors and/or parties acting in concert with either of or both of them owns or has control or direction over any voting rights or rights over the Shares or convertible securities, options, warrants or derivatives of the Company; (vi) there is no agreement or arrangement to which any of the Joint Offerors is a party which relates to circumstances in which they may or may not invoke or seek to invoke a pre-condition or a condition to the Offers; and (vii) there is no relevant security (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company which the Joint Offerors and/or any person acting in concert with either of or both of them has borrowed or lent. 11

12 OVERSEAS HOLDERS The availability of the Share Offer or the Option Offer to any Overseas Holders may be affected by the applicable laws and regulations of their relevant jurisdictions of residence. Overseas Holders should observe any applicable legal and regulatory requirements and, where necessary, consult their own professional advisers. It is the responsibilities of the Overseas Holders who wish to accept the Share Offer and/or the Option Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Share Offer and/or the Option Offer (including the obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes due by such Overseas Holders in respect of such jurisdictions). Any acceptance by any Overseas Holders will be deemed to constitute a representation and warranty from such Overseas Holders to the Joint Offerors that the local laws and requirements have been complied with. The Overseas Holders should consult their professional advisers if in doubt. INFORMATION ON THE GROUP The Company is incorporated in the Cayman Islands with limited liability and the Shares are listed on the GEM. The Company acts as an investment holding company and its subsidiaries are principally engaged in sourcing, manufacturing and sale of plywood products as well as the trading of round logs. Set out below is a summary of certain audited financial information of the continuing operations of the Group for the financial years ended 31 March 2016 and 31 March 2015 extracted from the Company s annual results announcement dated 13 June 2016: Year ended/ As at 31 March 2016 HK$ 000 Year ended/ As at 31 March 2015 HK$ 000 Revenue 242, ,290 Gross profit 30,005 43,406 (Loss) Profit before taxation (8,810) 5,997 (Loss) Profit for the year (9,450) 2,119 Consolidated net asset value 82,911 91,242 12

13 SHAREHOLDING STRUCTURE OF THE COMPANY The following table sets out the shareholding structure of the Company (i) immediately before Completion; (ii) immediately after Completion and as at the date of this joint announcement (assuming there is no other change to the shareholding structure of the Company): Immediately after Immediately before Completion Completion and as at the date of the joint announcement No. of Shares Approximate % No. of Shares Approximate % The Joint Offerors and parties acting in concert with either of or both of them ,154, Ms. Sun ,323, Mr. Xue ,830, MG (Note 1) 45,661, Huang Dong Sheng (Note 2) 114,154, FA (Note 1) 34,246, Wong Hang Kuen (Note 2) 114,154, MN (Note 1) 34,246, Wong Sut Keng (Note 2) 114,154, Public Shareholders 86,178, ,178, Total 200,333, ,333, Notes: 1. Master Gate Limited, Forever Aces Limited and Making New Limited are respectively wholly and beneficially owned by Huang Dong Sheng, Wong Hang Kuen and Wong Sut Keng. 2. Huang Dong Sheng, Wong Sut Keng and Wong Hang Kuen are siblings. By virtue of the SFO, they are deemed to be interested in the shares held by each of Master Gate Limited, Forever Aces Limited and Making New Limited. 3. Certain percentage figures included in this table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them. 13

14 INFORMATION ON THE JOINT OFFERORS Ms. Sun completed a three year computerized accounting professional course offered by Hebei Radio and TV University*in June 2011 and obtained her graduation certificate in regional economic development and management Hebei Normal University of Science and Technology* in December Since January 2012 till present, she is the executive director and legal representative of Hebei Jieming Investments Limited Company*, which carries out investment activities in projects which are not restricted or prohibited according to the laws of the People s Republic of China. Mr. Xue completed a three year architecture professional course offered by Hebei University of Engineering*in June 1995 and since January 2010, is the executive director of Hebei Handan City Hejin Real Estate Development Company Limited*, which develops and operates real-estate properties. He is also one of the directors of Hebei Handan City Rural Credit Bank*since December He previously had been selected as the deputy to the National People s Congress of the People s Republic of China representing Handan City in the 13th and 14th session. Ms. Sun and Mr. Xue have known each other for several years. They have previous business cooperation. Immediately prior to the entering into the SPA, the Joint Offerors and parties acting in concert with any one of or both of them did not hold any securities of the Company and were third parties independent of the Company and its connected persons. PUBLIC FLOAT AND LISTING STATUS OF THE COMPANY The Joint Offerors intends to maintain the listing of the Shares on the Stock Exchange after the close of the Offer. If the public float of the Company falls below 25% following the close of the Offers, the Joint Offerors and the Directors to be appointed to the Board will undertake to the Stock Exchange to take appropriate steps to ensure that a sufficient public float exists for the Shares following the close of the Offers. The Stock Exchange has stated that if, upon closing of the Offers, less than the minimum prescribed percentage applicable to the Company, being 25% of the Shares, are held by the public or if the Stock Exchange believes that (i) a false market exists or may exist in the trading of the Shares; or (ii) there are insufficient Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend trading in the Shares until the prescribed level of public float is restored. 14

15 INTENTIONS OF THE JOINT OFFERORS It is the Joint Offerors intention to acquire a majority interest in the Company pursuant to the SPA and the Offers. The intention of the Joint Offerors is that the Company s existing principal activities will be maintained and the Joint Offerors will assist the Company in reviewing its business and operations and seek for new opportunities to enhance and strengthen the business of the Group. The Joint Offerors have no intention to introduce major changes to the business of the Group, including any redeployment of fixed assets other than those in its ordinary course of business. Save for the change(s) to the composition of the Board as mentioned below, the Joint Offerors have no plan to terminate the employment of any other employees or other personnel of the Group. However, the Joint Offerors reserve the right to make any changes that it deems necessary or appropriate to the Group s businesses and operations to increase the value of the Group. PROPOSED CHANGE TO THE BOARD COMPOSITION OF THE COMPANY As at the date of this joint announcement, the Board of Directors of the Company comprises Mr. Huang Dong Sheng, Ms. Wong Sut Keng, Ms. Wong Hang Kuen and Mr. Yeung Hung Yuen as executive Directors; Mr. Chan Kai Nang, Mr. Ho Chee Mun and Mr. Yuen Kim Hung as independent non-executive Directors. Pursuant to the SPA, save for Mr. Huang Dong Sheng who will be redesignated as a non-executive Director, the other 3 executive Directors and 3 independent non-executive Directors will resign with effect from the earliest time permitted under the Takeovers Code, and 2 executive Directors and 3 independent non-executive Directors will be nominated by the Joint Offerors and hold office in the Company with effect from the earliest time permitted under the Takeovers Code. Save for the proposed change in Board composition as disclosed above, the Joint Offerors has no intention to introduce any significant changes to the management of the Group, or to discontinue the employment of the employees, following completion of the Offers. 15

16 DEALING DISCLOSURE In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: Responsibilities of stockbrokers, banks and other intermediaries Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER The Independent Board Committee will be constituted in due course in accordance with Rule 2.8 of the Takeovers Code to advise and give a recommendation to the Independent Shareholders and Independent Optionholders other than the Joint Offerors and parties acting in concert with either of or both of them in respect of the Offers, as to whether the terms of the Offers are fair and reasonable and as to the acceptance of the Offers. An independent financial adviser to the Independent Board Committee will be appointed with the approval of the Independent Board Committee. An announcement of such appointment will be made in due course. 16

17 DESPATCH OF COMPOSITE DOCUMENT The Joint Offerors and the Company intend to combine the offer document and the offeree board circular into a composite document which contains amongst others, details of the Offers, accompanied by the relevant form of acceptance and transfer, and incorporating the recommendation from the Independent Board Committee and the advice letter from the Independent Financial Adviser in respect of the Offer. Pursuant to Rule 8.2 of the Takeovers Code, the composite document is required to be despatched within 21 days of the date of this joint announcement. The composite document is expected to be despatched to the Shareholders on or before 13 July SUSPENSION AND RESUMPTION OF TRADING IN THE SHARES At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 1:00 p.m. on 20 June 2016 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 23 June WARNING: Shareholders and potential investors are reminded to monitor the announcements to be made by the Company or jointly by the Joint Offerors and the Company in respect of the progress of the unconditional mandatory cash offer and option offer and are advised to exercise caution when dealing in the Shares. If Shareholders and potential investors are in any doubt about their position, they should consult their professional advisers. DEFINITIONS In this joint announcement (unless the context otherwise requires): Acquired Shares the 114,154,853 Shares, representing approximately 56.98% of the total number of Shares in issue, as to 91,323,882 Shares held by Ms. Sun, representing approximately 45.58% of the total number of Shares in issue and as to 22,830,971 Shares held by Mr. Xue, representing approximately 11.40% of the total number of Shares in issue as at the date of this joint announcement; acting in concert has the meaning ascribed to it in the Takeovers Code; associate has the meaning ascribed to it in the Takeovers Code; 17

18 Board the board of Directors; Business Day(s) a day on which the Stock Exchange is open for transaction of business; Closing Date the date to be stated in the composite document as the first closing date or any subsequent closing date as and may be announced by the Joint Offerors and approved by the Executive; Company Steed Oriental (Holdings) Company Limited, a company established in the Cayman Islands, the shares of which are listed on the Stock Exchange (stock code: 8277); Completion completion of the SPA; Directors directors of the Company; Executive the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director; FA Forever Aces Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly owned by Ms. Wong Hang Kuen; Facility a loan facility of up to HK$250,000,000 granted by GTJA Securities to the Joint Offerors GEM the Growth Enterprise Market of the Stock Exchange; GEM Listing Rules the Rules Governing the Listing of Securities on the GEM; Group the Company and its subsidiaries; GTJA Capital Guotai Junan Capital Limited, a corporation licensed under the SFO permitted to engage in type 6 regulated activities (as defined under the SFO), and the Financial Adviser to the Offeror in respect of the Offers; GTJA Securities Guotai Junan Securities (Hong Kong) Limited, a corporation licensed under the SFO permitted to engage in type 1 regulated activities (as defined under the SFO) and a fellow subsidiary of GTJA Capital; 18

19 HK$ Hong Kong dollars, the lawful currency of Hong Kong; Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China; Independent Board Committee or IBC an independent committee of the Board comprising independent nonexecutive directors who have no direct or indirect interest in the Offers, to be established for the purpose of advising and giving a recommendation to the Shareholders and Optionholders other than the Joint Offerors and parties acting in concert with them in respect of the Offers and in particular as to whether the terms of the Offers are fair and reasonable and as to acceptance of the Offers; Joint Offerors Ms. Sun and Mr. Xue; Last Trading Day 20 June 2016, being the last trading day of the Shares before the publication of this joint announcement; MG Master Gate Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly owned by Mr. Huang Dong Sheng; MN Making New Limited, a company incorporated in the British Virgin Islands with limited liability, which is wholly owned by Ms. Wong Sut Keng; Mr. Xue Mr. Xue Zhao Qiang; Ms. Sun Ms. Sun Xue Song; Offer Price the price of HK$1.67 per Offer Share payable by the Joint Offerors to the Shareholders for each Offer Share accepted under the Offers; Offer Shares all the Share(s) in issue, other than those Shares already owned or agreed to be acquired by the Joint Offerors and parties acting in concert with either or both of them; 19

20 Offers the Share Offer and Option Offer; Option Offer the mandatory unconditional cash offer to be made by GTJA Securities on behalf of the Joint Offerors for the cancellation of the Share Options in accordance with the Takeovers Code; Option Offer Price HK$0.84 for Share Options with an exercise price of HK$0.83 per Share; and HK$0.82 for Share Options with an exercise price of HK$0.85 per Share; Optionholders the registered holder(s) of the Share Options; Overseas Holders the Shareholders and Optionholders whose addresses, as shown on the register of members of the Company, are outside Hong Kong; SFC the Securities and Futures Commission of Hong Kong; SFO the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); Share Offer the mandatory unconditional cash offer to be made by GTJA Securities on behalf of the Joint Offerors for the Offer Shares in accordance with the Takeovers Code; Share Options the outstanding options granted under the share option scheme which was approved and adopted by the Company on 9 February 2015; Shareholders holders of the Shares; Shares the ordinary shares of HK$0.01 each in the capital of the Company; SPA the sale and purchase agreement dated 20 June 2016 entered into, among others, between MG, FA and MN as vendors and the Joint Offerors as purchasers in relation to the acquisition of 114,154,853 Shares of the Company; 20

21 Supplemental Agreement the supplemental agreement to the SPA dated 21 June 2016 entered into among the parties to the SPA, pursuant to which the Completion shall take place on or before 6:00 p.m. 22 June 2016; Stock Exchange The Stock Exchange of Hong Kong Limited; and Takeovers Code the Hong Kong Code on Takeovers and Mergers. By Order of the Board STEED ORIENTAL (HOLDINGS) COMPANY LIMITED Huang Dong Sheng Executive Director Sun Xue Song and Xue Zhao Qiang Hong Kong, 22 June 2016 As at the date of this joint announcement, the Board of Directors of the Company comprises Mr. Huang Dong Sheng, Ms. Wong Sut Keng, Ms. Wong Hang Kuen and Mr. Yeung Hung Yuen as executive Directors; Mr. Chan Kai Nang, Mr. Ho Chee Mun and Mr. Yuen Kim Hung as independent non-executive Directors. The Directors of the Company jointly and severally accept full responsibility for the accuracy of the information (other than those relating to the Joint Offerors) 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 Joint Offerors) 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. This joint announcement will remain on the GEM website at on the Latest Company Announcement page for at least seven days from the date of its posting and on the Company s website at The Joint Offerors jointly and severally accepts full responsibility for the accuracy of information contained in this joint announcement (other than that relating to the Group and the Directors) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those made by the Group and 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. 21