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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.
LONGEVITY INVESTMENT
HOLDING LIMITED
KAI SHI CHINA HOLDINGS COMPANY LIMITED
開世中國控股有限公司
(Incorporated in the British Virgin Islands
(Incorporated in the Cayman Islands with limited liability)
with limited liability)
(Stock Code: 1281)
JOINT ANNOUNCEMENT
DESPATCH OF THE COMPOSITE OFFER AND RESPONSE DOCUMENT
RELATING TO THE UNCONDITIONAL MANDATORY CASH OFFERS
BY
FOR AND ON BEHALF OF
LONGEVITY INVESTMENT HOLDING LIMITED
FOR THE SHARES IN KAI SHI CHINA HOLDINGS COMPANY LIMITED
(OTHER THAN THOSE ALREADY OWNED OR AGREED
TO BE ACQUIRED BY LONGEVITY INVESTMENT HOLDING LIMITED
AND PARTIES ACTING IN CONCERT WITH IT) AND
FOR THE CANCELLATION OF ALL OUTSTANDING OPTIONS OF
KAI SHI CHINA HOLDINGS COMPANY LIMITED
Financial Adviser to
Longevity Investment Holding Limited
Financial Adviser to
Kai Shi China Holdings Limited
Independent Financial Adviser to the Independent Board committee and
the Independent Shareholders of Kai Shi China Holdings Limited
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The Document together with the Forms of Acceptance have been despatched to the Independent
Shareholders and the Optionholders on 30 January 2015. The Offers will be open for acceptance on
and from 30 January 2015 and the latest time and date for acceptance of the Offers is 4:00 p.m. on
26 February 2015 (unless revised or extended in accordance with the Takeovers Code). An expected
timetable is set out below in this joint announcement.
Independent Shareholders and Optionholders are strongly advised to read the Document
carefully, including the recommendation from the Independent Board Committee and the
advice from the Independent Financial Adviser, and other information of the Group before
deciding whether or not to accept the Offers.
Independent Shareholders, Optionholders and/or potential investors of the Company are
advised to exercise caution when dealing in the Shares.
References are made to (i) the joint announcement issued by the Company, Longevity, Yi Ming Jia Lin
and Kai Shi Holdings Company Limited dated 5 December 2014 in relation to, among other things, the
Share Sale Agreement and the Offers; (ii) the circular of the Company dated 24 December 2014 in
relation to, among other things, details of the Share Sale Agreement; (iii) the joint announcement
issued by the Company and Longevity dated 23 January 2015 in relation to, among other things, the
Share Sale Completion; and (iv) the composite offer and response documents jointly issued by the
Company and Longevity dated 30 January 2015 (the ‘‘Document’’). Unless otherwise defined herein,
the capitalised terms used in this joint announcement have the same meanings as those defined in the
Document.
DESPATCH OF THE DOCUMENT
The Document containing, among other things, (i) the expected timetable in respect of the Offers; (ii) a
letter from the Board; (iii) a letter from CICCHKS; (iv) a letter of recommendation from the
Independent Board Committee; and (v) a letter of advice from the Independent Financial Adviser,
together with the Forms of Acceptance, have been despatched to the Independent Shareholders and the
Optionholders on 30 January 2015 in accordance with the Takeovers Code. The Offers will be open for
acceptance on and from 30 January 2015 and the latest time and date for acceptance of the Offers is
4:00 p.m. on 26 February 2015 (unless revised or extended in accordance with the Takeovers Code).
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EXPECTED TIMETABLE
The expected timetable set out below is indicative only and may be subject to change. Further
announcement(s) will be made as and when appropriate.
2015
Despatch date of the Document and the accompanying Forms of
Acceptance and the commencement date of the Offers (Note 1). . . . . . . . . . . . . . . . . . . 30 January
Latest time and date for acceptance of the Offers (Note 2) . . . . . . . . . . . . . . . . . . . . . . 26 February
Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 February
Announcement of the results of the Offers (or its extension or
revision, if any), to be posted on the website of
the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . . . .no later than 7:00 p.m. on 26 February
Latest date for posting of remittance in respect of
valid acceptances received under the Offers (Notes 3 and 4) . . . . . . . . . . . . . . . . . . . . . . . 9 March
Notes:
1.
The Offers, which are unconditional, are made on the date of posting of the Document, and are capable of acceptance
on and from that date until the Closing Date.
2.
The Offers, which are unconditional, will be closed on the Closing Date. The latest time for acceptance is at 4:00 p.m.
on the Closing Date unless Longevity revises or extends the Offers in accordance with the Takeovers Code. An
announcement will be issued on the website of the Stock Exchange by 7:00 p.m. on 26 February 2015 stating whether
the Offers have been revised or extended or have expired. In the event that Longevity decides that the Offers will
remain open until further notice, at least 14 days’ notice by way of an announcement will be given before the Offers
are closed to those Independent Shareholders and Optionholders who have not accepted the Offers.
3.
Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of the
acceptance of the Share Offer) payable for the Shares or the Options tendered under the Offers will be made as soon
as possible, but in any event within seven (7) Business Days following the receipt by the Registrar (in respect of the
Share Offer) or the company secretary of the Company (in respect of the Option Offer) from the Independent
Shareholders and Optionholders accepting the Offers of all documents to render the acceptance valid.
Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except in the circumstances as set
out in the section headed ‘‘Right of withdrawal’’ in Appendix I to the Document.
4.
If there is a tropical cyclone warning signal number 8 or above, or a ‘‘black’’ rainstorm warning in force in Hong
Kong:
(a)
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 Offers and the latest date for posting of remittances for the amounts due under the Offers in respect of valid
acceptances, the latest time for acceptance of the Offers and the posting of remittances will remain at 4:00 p.m.
on the same Business Day; or
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(b)
at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offers and the latest
date for posting of remittances for the amounts due under the Offers in respect of valid acceptances, the latest
time for acceptance of the Offers and the posting of remittances 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.
All time and date references contained in this joint announcement, the Document and Forms of
Acceptance refer to Hong Kong time and dates.
IMPORTANT
Independent Shareholders and the Optionholders are strongly advised to read the Document
carefully, including the recommendation from the Independent Board Committee and the advice
from the Independent Financial Adviser, and other information of the Group before deciding
whether or not to accept the Offers.
Independent Shareholders, the Optionholders and/or potential investors of the Company are
advised to exercise caution when dealing in the Shares.
By Order of the Board
KAI SHI CHINA HOLDINGS COMPANY
LIMITED
Kai Chenglian
Chairman
By Order of the directors of
LONGEVITY INVESTMENT HOLDING
LIMITED
Wei Shaojun
Chairman
Hong Kong, 30 January 2015
As at the time of issue of this joint announcement, the executive Directors of the Company are Mr. Kai Chenglian, Mr. Kai
Xiaojiang, Ms. Jiang Shuxia and Ms. Han Liping and the independent non-executive Directors of the Company are Ms.
Yang Jing, Mr. Li Fook Wing and Ms. Sun Huijun.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint
announcement (other than the information relating to Longevity, the Vendors and parties acting in concert with any of
them) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this
joint announcement (other than those expressed by Longevity, the Vendors and parties acting in concert with any of them)
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 Longevity are Mr. Wei Shaojun and Ms. Zhen Xiaojing.
The directors of Longevity jointly and severally accept full responsibility for the accuracy of the information contained in
this joint announcement (other than those relating to KSH, the Vendors, the Group and parties acting in concert with any
of them) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this
joint announcement (other than those expressed by KSH, the Vendors, the Group and parties acting in concert with any of
them) 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.
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