115.HK Cash Offer

GRAND FIELD GROUP HOLDINGS LIMITED (115.HK) CONDITIONAL VOLUNTARY CASH PARTIAL OFFER

Purchase price: HKD 0.13 in cash per share.

CONDITION OF THE PARTIAL OFFERS:

The Partial Offer, if being made, will be subject to the fulfilment of the following Conditions:

(i) valid acceptances being received (and not, where permitted, withdrawn) in respect of the Minimum Number of Offer Shares (i.e. 49,765,454 Offer Shares, determined based on rounding down 50% of existing issued share capital of the Company to the nearest Share plus 1 Share, and minus the existing number of Shares held by the Offeror and parties acting in concert with it as at the date of this joint announcement) and which would result in the Offeror and parties acting in concert with it holding the interest in more than 50% of the Shares in issue at or before 4:00 p.m. (Hong Kong time) on the First Closing Date, provided that the Offeror shall purchase from the Qualifying Shareholders as many Offer Shares as are tendered by the Qualifying Shareholders up to the Maximum Number of Offer Shares (i.e. 110,809,306 Offer Shares); and

(ii) approval of the Partial Offer pursuant to Rule 28.5 of the Takeovers Code by Qualifying Shareholders who are registered as Shareholders in the register of members of the Company as at the First Closing Date holding over 50% of the Shares not held by the Offeror and parties acting in concert with it, signified by means of a separate tick box on the Form of Approval and Acceptance specifying the number of Shares in respect of which the Partial Offer is approved.
Under Rule 28.5 of the Takeovers Code, a partial offer which could result in the offeror holding 30% or more of the voting rights in a company must normally be conditional on the approval by shareholders holding over 50% of the voting rights not held by the offeror and parties acting in concert with it by means of signifying their approval on a separate box on the form of acceptance.
The Offeror is held by Ms. Tsang and Mr. Tsang (a brother of Ms. Tsang) in equal shares. Mr. Tsang Wai Lun Wayland and Ms. Kwok Wai Man Nancy are the parents of Ms. Tsang and Mr. Tsang, Mr. Kwok Siu Bun (an executive Director) is the uncle of Ms. Tsang and Mr. Tsang. Ms. Kwok Siu Wa Alison (an executive Director) is the aunt of Ms. Tsang and Mr. Tsang. Each of Ms. Tsang, Mr. Tsang, Mr. Tsang Wai Lun Wayland, Ms. Kwok Wai Man Nancy, Mr.Kwok Siu Bun and Ms.Kwok Siu Wa Alison is a party acting in concert with the Offeror.
As at the date of this joint announcement, Ms. Tsang, Mr. Tsang Wai Lun Wayland, Ms. Kwok Wai Man Nancy, Mr. Kwok Siu Bun and Ms. Kwok Siu Wa Alison holds 474,530 Shares, 76,950 Shares, 1,343,950 Shares, 150,000 Shares and 300,000 Shares, respectively, representing approximately 0.19%, 0.03%, 0.55%, 0.06% and 0.12%, respectively, of the issued share capital of the Company as at the date of this joint announcement. Accordingly, none of Ms. Tsang, Mr. Tsang Wai Lun Wayland, Ms. Kwok Wai Man Nancy, Mr. Kwok Siu Bun, and Ms. Kwok Siu Wa Alison are Qualifying Shareholders nor are they entitled to signify their approval of the Partial Offer under Rule 28.5 of the Takeovers Code.
Whether or not the Qualifying Shareholders accept the Partial Offer, they (other than parties acting in concert with the Offeror) may approve the Partial Offer AND specify the number of Offer Shares in respect of which they signify their approval of the Partial Offer on the Form of Approval and Acceptance. Qualifying Shareholder may specify the number of the Offer Shares in respect of which they tender for acceptance of the Partial Offer.
In the event that valid acceptances are received:

(i) for less than the Minimum Number of Offer Shares by the First Closing Date, unless the First Closing Date is extended in accordance with the Takeovers Code, the Partial Offer will not proceed and will lapse immediately; or

(ii) for not less than the Minimum Number of Offer Shares and which would result in the Offeror and parties acting in concert with it holding the interest in more than 50% of the Shares in issue on or before the First Closing Date, the Offeror will declare the Partial Offer unconditional as to acceptances on or before the First Closing Date.

Pursuant to Rule 15.1 of the Takeovers Code, the Partial Offer must initially be open for acceptance for at least 21 days following the date of despatch of the Composite Document.

Pursuant to Rule 15.3 of the Takeovers Code, where a conditional offer becomes or is declared unconditional (whether as to acceptances or in all respects), it should remain open for acceptance for not less than 14 days thereafter. Pursuant to Rule 28.4 of the Takeovers Code, if the Partial Offer has been declared unconditional as to acceptances on the First Closing Date, the Offeror cannot extend the Final Closing Date to a day beyond the 14th day after the First Closing Date. When 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, if the Partial Offer is declared unconditional as to acceptance on or before the 7th day after the date of despatch of the Composite Document, then the Final Closing Date would be on (but no earlier than) the First Closing Date. If the Partial Offer is declared unconditional as to acceptance later than the 7th day after the date of despatch of the Composite Document, then the Final Closing Datewouldbe14days after the date of such declaration.
If by the Final Closing Date, the Partial Offer has not been approved for the purpose of Rule 28.5 of the Takeovers Code by Qualifying Shareholders who are registered as Shareholders on the register of members of the Company as at the First Closing Date holding over 50% of the Shares not held by the Offeror and parties acting in concert with it, the Partial Offer will lapse.
The Offeror will issue an announcement in relation to the revision, extension or lapse of the Partial Offer or the fulfilment of the condition to the Partial Offer in accordance with the Takeovers Code and the Listing Rules. The latest time on which the Offeror can declare the Partial Offer unconditional as to acceptances is 7:00 p.m. on the 60th day after the despatch of the Composite Document (or such later date to which the Executive may consent).
Pursuant to Rule 28.6 of the Takeovers Code, since the Offeror and parties acting in concert with it will be holding more than 50% of the voting rights of the Company if the Partial Offer becomes unconditional in all respects, the Offeror will then be free to acquire further voting rights in the Company without incurring any obligation to make a general offer subject to Rule 28.3 of the Takeovers Code (that is, the Offeror and parties acting in concert with it (and any other person who is subsequently acting in concert with any of them) may not acquire voting rights in the Company during the 12month period immediately following the end of the Offer Period, except with the consent of the Executive).

WARNING: Shareholders and potential investors of the Company should note that the Partial Offer will be subject to the satisfaction of the Pre-Condition and the Conditions. Accordingly, the Partial Offer may or may not become unconditional and will lapse if it does not become unconditional. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. Persons who are in doubt about their positions, they should consult their professional advisers.

If you accept the corporate action, please fill in the following information before 4 pm on 19/03/2024, and forward it to cs@futuhk.com by registered email to submit your application.

1. FutuBull ID:
2. Name: (Name in Chinese or English)
3. Stock code: 115.HK
4. Accepted corporate action shares: (fill in the number of shares applying for corporate action) [This corporate action does not accept additional applications]

Corporate action application fee:
Corporate action handling fee: HKD 0.80 per board lot
Handling fee: HKD 1.00 per board lot (Minimum HKD 30)
Stamp duty fee: 0.1% per transaction amount

Transaction Settlement Date: After the market close on 15/03/2024 (Stocks purchased after this date will not be accepted for corporate action applications)

Deadline for corporate action on 19/03/2024 @16:00 (HONG KONG TIME GMT+8).

Note:
1. If you do not receive an email reply before the deadline, you will automatically be deemed to have given up this corporate action
2. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds.
3. Please reserve enough funds to pay the handling fee, otherwise, it will be deemed as a waiver
4. If you fill in the wrong application information, you need to resend the email to submit the application
5. Listed and sold stocks cannot apply for corporate action
6. Once a corporate action is applied, it cannot be withdrawn
7. In case of any changes, the announcement of the listed company shall prevail

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