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 any securities of the Offeror or the Company nor is it a solicitation of any vote or approval in any jurisdiction.

Genesis Ventures Limited

HKC (HOLDINGS) LIMITED

華創創業投資有限公司

香港建設(控股)有限公司*

(Incorporated in the British Virgin Islands with limited liability)

(Incorporated in Bermuda with limited liability)

(Stock code: 190)

(website: www.hkcholdings.com)

JOINT ANNOUNCEMENT

PROPOSED PRIVATISATION OF HKC (HOLDINGS) LIMITED

BY

GENESIS VENTURES LIMITED

BY WAY OF A SCHEME OF ARRANGEMENT

UNDER SECTION 99 OF THE COMPANIES ACT 1981 OF BERMUDA

  1. UPDATE ON THE STATUS OF CONDITIONS TO THE PROPOSAL AND THE SCHEME
    AND
  2. CHANGE OF BOOK CLOSURE PERIOD

Financial Adviser to the Offeror

Independent Financial Adviser to the Independent Board Committee

References are made to (i) the joint announcement dated 17 January 2021 issued by Genesis Ventures Limited (the "Offeror") and HKC (Holdings) Limited (the "Company"); (ii) the scheme document dated 1 April 2021 (the "Scheme Document") jointly issued by the Offeror and the Company in relation to, among other things, the proposed privatisation of the Company by the Offeror by way of a scheme of arrangement under section 99 of the Companies Act 1981 of Bermuda (as amended); and (iii) the joint announcement dated 23 April 2021 (the "Results Announcement") issued by the Offeror and the Company in relation to, among other things, the Court Meeting and the SGM. Unless otherwise defined herein,

- 1 -

capitalised terms used herein shall have the same meanings as those defined in the Scheme Document and the Results Announcement.

UPDATE ON THE STATUS OF CONDITIONS TO THE PROPOSAL AND THE SCHEME

The Company has, through its Bermuda legal advisers, made an application to seek the Court Directions with respect to the convention of the Court Meeting and the validity of the results of the Court Meeting. Further announcement(s) will be made by the Company and the Offeror to keep the Shareholders informed of the progress on the seeking of the Court Directions.

CHANGE OF BOOK CLOSURE PERIOD

The Company would like to announce that the register of members of the Company will not be closed from Friday, 7 May 2021 onwards for the purpose of determining the entitlements under the Scheme and the Second Interim Dividend. The Company, together with the Offeror, will make further announcement on the revised expected timetable (including the book closure period for the purpose of determining the entitlements under the Scheme and the Second Interim Dividend) after the Court Directions are made available to the Company.

Trading in the Shares will remain suspended until further notice.

WARNING: Shareholders and potential investors of the Company should be aware that the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and therefore the Proposal may or may not be implemented. Shareholders and potential investors of the Company should therefore exercise caution when dealing in securities of the Company. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

By order of the board of

By order of the board of

Genesis Ventures Limited

HKC (HOLDINGS) LIMITED

OEI Kang, Eric

LEUNG Wing Sum, Samuel

Director

Executive Director

Hong Kong, 30 April 2021

As at the date of this joint announcement, the Board comprises seven Directors, of which Mr. OEI Kang, Eric, Mr. LEE Shiu Yee, Daniel, Mr. WONG Jake Leong, Sammy and Mr. LEUNG Wing Sum, Samuel are Executive Directors; and Mr. CHENG Yuk Wo, Mr. Albert Thomas DA ROSA, Junior and Mr. VOON Hian-fook, David are Independent Non-executive Directors.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by directors of the Offeror in their capacity as the directors 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 directors of the Offeror are Mr. OEI Kang, Eric and Mrs. OEI Valonia Lau.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the directors of the Company in their capacity as the directors of the Company) 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.

* For identification purposes only

- 2 -

Attachments

  • Original document
  • Permalink

Disclaimer

HKC (Holdings) Ltd. published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 10:39:20 UTC.