906.HK Cash Offer

CPMC HOLDINGS LIMITED (906.HK) VOLUNTARY CONDITIONAL CASH OFFERS

Purchase price: HKD 6.87 in cash per share.

Conditions of the Offer

The Offer is conditional upon the fulfilment or waiver (as applicable) of the following Conditions:

(a) valid acceptances of the Offer having been received at or before 4:00 p.m. on the First Closing Date in respect of the Shares which, together with the Shares acquired or agreed to be acquired before or during the Offer, will result in the Offeror and parties acting in concert with it holding more than 50% of all the Shares then in issue. Upon the Offer becoming unconditional following the fulfilment of such condition, the Offer will remain open for acceptance until the expiry of a period of four months after the posting of this Offer Document for the purpose of allowing the Offeror to acquire further Shares to entitle it to exercise its compulsory acquisition rights as further particularised in the section headed “POSSIBLE COMPULSORY ACQUISITION AND WITHDRAWAL FROM LISTING” below. If the above condition of valid acceptances of 50% of all the Shares is not fulfilled, the Offer will lapse in accordance with the Takeovers Code;

(b) no event having occurred which would make the Offer or the acquisition of any of the Offer Shares void, unenforceable or illegal or prohibit the implementation of the Offer or would impose any additional material conditions or obligations with respect to the Offer or any part thereof; and

(c) no relevant government, governmental, quasi-government, statutory or regulatory body, court or agency in Hong Kong or any other jurisdictions having taken or instituted any action, proceeding, suit, investigation or enquiry (or enacted, made or proposed, and there not continuing to be outstanding, any statute, regulation, demand or order) that would make the Offer or its implementation in accordance with its terms void, unenforceable, illegal or impracticable (or which would impose any material and adverse conditions or obligations with respect to the Offer or its implementation in accordance with its terms).

Other than Condition (a), the Offeror reserves the right to waive, in whole or in part, all or any of the Conditions set out above.

Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror should not invoke Condition (b) or (c) so as to cause the Offer to lapse unless the circumstances which give rise to the right to invoke such Condition are of material significance to the Offeror in the context of the Offer.

In accordance with the Note to Rule 15.3 of the Takeovers Code, the Offeror must publish an announcement when the Offer becomes or is declared unconditional as to acceptances and when the Offer becomes or is declared unconditional in all respects.

The Offeror reserves the right to revise the terms of the Offer in compliance with the Takeovers Code.

WARNING: The Offer may or may not become unconditional and will lapse if it does not become unconditional. Accordingly, the Shareholders, and prospective investors of CPMC are advised to exercise caution when dealing in the securities of CPMC. Persons who are in doubt as to the action they should take should consult their professional advisers.

If you accept the corporate action, please fill in the following information before 4 pm on 30/08/2024, 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: 906.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 28/08/2024 (Stocks purchased after this date will not be accepted for corporate action applications)
Deadline for corporate action on 30/08/2024 @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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