Forebase International : ANNOUNCEMENT (1) COMPLETION OF THE SALE AND PURCHASE OF THE SALE SHARES IN FOREBASE INTERNATIONAL HOLDINGS LIMITED; AND (2) MANDATORY UNCONDITIONAL CASH OFFERS BY RED SUN CAPITAL LIMITED FOR AND ON BEHALF OF THE JOINT OFFERORS TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED AND AGREED TO BE ACQUIRED BY THE JOINT OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM) AND TO CANCEL ALL THE OUTSTANDING SHARE OPTIONS OF FOREBASE INTERNATIONAL HOLDINGS LIMITED

September 17, 2019 at 03:57 am IST

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Forebase International Holdings Limited nor is it a solicitation of any acceptance, vote or approval in any jurisdiction.

GREAT MATCH	RICH VISION
INTERNATIONAL LIMITED	DEVELOPMENTS LIMITED
(incorporated in the British Virgin Islands with	(incorporated in the British Virgin Islands with
limited liability)	limited liability)

ANNOUNCEMENT

(1) COMPLETION OF THE SALE AND PURCHASE OF

THE SALE SHARES IN FOREBASE INTERNATIONAL HOLDINGS LIMITED;

AND

MANDATORY UNCONDITIONAL CASH OFFERS BY RED SUN CAPITAL LIMITED

FOR AND ON BEHALF OF THE JOINT OFFERORS TO ACQUIRE

ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED AND AGREED TO BE ACQUIRED BY THE JOINT OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM)

AND

TO CANCEL ALL THE OUTSTANDING SHARE OPTIONS OF

FOREBASE INTERNATIONAL HOLDINGS LIMITED

Financial Adviser to the Joint Offerors

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COMPLETION OF THE SALE AND PURCHASE OF THE SALE SHARES IN THE COMPANY

On 3 September 2019 (after trading hours), the Joint Offerors and the Receivers entered into the Deed of Share Purchase, pursuant to which the Receivers agreed to sell and the Joint Offerors agreed to purchase the Sale Shares, representing approximately 60.175% of the total issued share capital of the Company as at the date of this announcement at the aggregate consideration of HK$140,000,000 (representing approximately HK$0.3193 per Sale Share). Completion took place on 6 September 2019 and the Sale Shares were transferred to the respective securities accounts of the Joint Offerors on 9 September 2019. The background leading to the sale and purchase of the Sale Shares is set out in the paragraph headed "Background" in this announcement.

MANDATORY UNCONDITIONAL CASH OFFERS

Immediately prior to Completion, none of the Joint Offerors and the parties acting in concert with any of them held, owned, controlled or had the right of direction over any Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company. Immediately following Completion and as at the date of this announcement, the Joint Offerors and parties acting in concert with any of them are in aggregate interested in a total of 438,422,315 Shares, representing approximately 60.175% of the total issued share capital of the Company.

Pursuant to Rule 26.1 of the Takeovers Code, upon Completion, the Joint Offerors are required to make a mandatory unconditional cash offers (i) for all the issued Shares (other than those already owned or to be acquired by the Joint Offerors and the parties acting in concert with any of them); and (ii) in compliance with Rule 13 of the Takeovers Code, to cancel all the Share Options.

As at the date of this announcement, the Company has 728,584,797 Shares in issue and 78,030,527 outstanding Share Options which entitle the holders thereof to subscribe for 78,030,527 new Shares, based on the publicly available information. Save as disclosed above and based on the publicly available information, there is no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in issue.

Principal terms of the Offers

Red Sun Capital will, for and on behalf of the Joint Offerors and in compliance with the Takeovers Code, make the Offers to acquire all the Offer Shares and to cancel all the Share Options on terms to be set out in the Offer Document to be issued in accordance with the Takeovers Code on the following basis:

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The Share Offer

For each Offer Share

HK$0.3194 in cash

The Share Offer Price of HK$0.3194 per Offer Share is approximately equal to but not lower than the purchase price per Sale Share under the Deed of Share Purchase which was arrived at after arm's length negotiation between the parties to the Deed of Share Purchase.

The Option Offer

For cancellation of each Share Option

HK$0.0001 in cash

Following acceptance of the Option Offer, the relevant Share Options together with all rights attaching thereto will be entirely cancelled and renounced.

The Offers will be unconditional in all aspects when it is made.

Confirmation of financial resources available for the Offers

Great Match and Rich Vision intend to finance the entire consideration payable under the Offers through the shareholder's loans provided by Mr. Choi and Mr. Cheng, respectively, which in turn, is financed by the internal resources of Mr. Choi and Mr. Cheng, respectively.

Red Sun Capital, being the financial adviser to the Joint Offerors, is satisfied that sufficient financial resources are available to the Joint Offerors to satisfy the total consideration payable by the Joint Offerors upon full acceptance of the Offers and the consideration under the Deed of Share Purchase payable by the Joint Offerors at Completion.

WARNING: INDEPENDENT SHAREHOLDERS AND/OR POTENTIAL INVESTORS OF THE COMPANY SHOULD EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF THE COMPANY. PERSONS WHO ARE IN DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT THEIR PROFESSIONAL ADVISERS.

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BACKGROUND

On 21 December 2016, Ultra Harvest as borrower and Cheer Hope as lender entered into the Facility Agreement (as (i) amended and restated by a first supplemental agreement dated 29 December 2017;

amended and supplemented by a second supplemental agreement dated 21 September 2018; and
amended and supplemented by a third supplemental agreement dated 1 April 2019) in relation to the provision of the Loan to Ultra Harvest. To secure the payment obligations of Ultra Harvest under the Facility Agreement, each of Ultra Harvest, Magic Blazes, Sincere King and Middle Spring executed the relevant Share Charges, pursuant to which the Loan owed by Ultra Harvest under the Facility Agreement were secured by way of charge over the Sale Shares in favour of Cheer Hope. Since Ultra Harvest defaulted in the repayment of the Loan which constituted an event of default under the Facility Agreement, Cheer Hope decided to exercise its rights under the Share Charges and executed the Deed of Appointment to appoint the Receivers as the joint and several receivers and managers of the Sale Shares on 20 May 2019.

COMPLETION OF THE SALE AND PURCHASE OF THE SALE SHARES IN THE COMPANY

On 3 September 2019 (after trading hours), the Joint Offerors and the Receivers entered into the Deed of Share Purchase, pursuant to which the Receivers agreed to sell and the Joint Offerors agreed to purchase the Sale Shares, representing approximately 60.175% of the total issued share capital of the Company as at the date of this announcement at the aggregate consideration of HK$140,000,000 (representing approximately HK$0.3193 per Sale Share). Completion of the Deed of Share Purchase took place on 6 September 2019 and the Sale Shares were transferred to the respective securities accounts of the Joint Offerors on 9 September 2019. The background leading to the sale and purchase of the Sale Shares is set out in the paragraph headed "Background" in this announcement.

The principal terms of the Deed of Share Purchase are summarised below:

Date: 3 September 2019

Parties:

(1)	Receivers:	The Receivers (as the joint and several receivers and managers of the Sale
		Shares)
(2)	Purchasers:	(i)	Great Match (in respect of 219,211,158 Shares, representing
			approximately 30.088% of the issued share capital of the Company as
			at the date of this announcement); and
		(ii)	Rich Vision (in respect of 219,211,157 Shares, representing
			approximately 30.087% of the issued share capital of the Company as
			at the date of this announcement)

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Sale Shares:

Pursuant to the terms of the Deed of Share Purchase, the Receivers shall sell, and the Joint Offerors shall acquire, the Sale Shares together with all rights that attach to the Sale Shares on the date of the Deed of Share Purchase, including but not limited to the right to receive all dividends and distributions declared, made or paid on or after the date of Completion.

The Sale Shares represent approximately 60.175% of the entire issued share capital of the Company as at the date of this announcement.

Consideration:

The aggregate consideration for the Sale Shares is HK$140,000,000 (representing approximately HK$0.3193 per Sale Share) which was agreed among the Joint Offerors and the Receivers after arm's length negotiations. The Consideration shall be paid in cash by the Joint Offerors on Completion in the following manner:

the deposit in the amount of HK$5,000,000 (as to HK$2,500,000 for and on behalf of Great Match and as to HK$2,500,000 for and on behalf of Rich Vision) previously paid to the Receivers shall be applied towards the Consideration upon Completion; and
as to HK$135,000,000 (as to HK$67,500,000 by Great Match and as to HK$67,500,000 by Rich Vision) shall be payable upon Completion.

Completion:

Completion of the Deed of Share Purchase took place on 6 September 2019 and the Sale Shares were transferred to the respective securities accounts of the Joint Offerors on 9 September 2019. The Joint Offerors settled the full consideration of HK$140,000,000 at Completion by deposit of HK$5,000,000 and the remaining in cash.

MANDATORY UNCONDITIONAL CASH OFFERS

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Securities of the Company

Principal terms of the Offers

The Share Offer

For each Offer Share

HK$0.3194 in cash

The Option Offer

For cancellation of each Share Option

HK$0.0001 in cash

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As the exercise price in the range of HK$0.415 to HK$0.47 per Shares for the Share Options is above the Share Offer Price, the Share Options are out-of-money and the offer price for each Share Option is set at a nominal price of HK0.0001. Details of the outstanding and exercisable Share Options, as extracted from the annual report of the Group for the year ended 31 December 2018, were as below:

		Outstanding Share
		Options as at	Exercise price
	Exercise period	31 December 2018	per Share
				HK$
Directors
Mr. Gan Lin	4.5.2019 - 3.5.2028	3,240,499		0.415
Mr. Huang Xiang Yang	20.1.2020 - 19.1.2027	2,105,330		0.47
Mr. Shen Yong	20.1.2020 - 19.1.2027	323,898		0.47
	4.5.2019 - 3.5.2028	456,408	0.415
Mr. Shen Ke	20.1.2020 - 19.1.2027	3,238,970	0.47
	4.5.2019 - 3.5.2028	4,564,083	0.415
Continuous contract employees
Employees	4.5.2019 - 3.5.2028	28,251,678	0.415
Employees	20.1.2020 - 19.1.2027	26,721,495	0.47
Other eligible participants	4.5.2019 - 3.5.2028	9,128,166	0.415

		78,030,527

Following acceptance of the Option Offer, the relevant Share Options together with all rights attaching thereto will be entirely cancelled and renounced.

The consideration for acquiring the Offer Shares and the Share Options shall be funded by the Joint Offerors in accordance with the same proportion of shareholdings acquired by each of the Joint Offerors under the Deed of Share Purchase. Each of the Joint Offerors will entitle to equal Shares at the close of the Offers. In the case that the total number of Shares jointly owned by the Joint Offerors is odd number at the close of the Offers, Great Match shall entitle one Share in excess of the total number of Shares owned by Rich Vision.

The Offers will be unconditional in all aspects when it is made.

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Comparison of value

The Offer Price of HK$0.3194 per Offer Share represents:

a premium of approximately 6.47% over the closing price of HK$0.300 per Share as quoted on the Stock Exchange on the Last Trading Day;
a premium of approximately 12.07% over the average closing price of approximately HK$0.285 per Share based on the daily closing prices as quoted on the Stock Exchange for the last 5 consecutive trading days immediately prior to and including the Last Trading Day;
a premium of approximately 12.86% over the average closing price of approximately HK$0.283 per Share based on the daily closing prices as quoted on the Stock Exchange for the last 10 consecutive trading days immediately prior to and including the Last Trading Day;
a premium of approximately 15.72% over the average closing price of approximately HK$0.276 per Share based on the daily closing prices as quoted on the Stock Exchange for the last 30 consecutive trading days immediately prior to and including the Last Trading Day;
a premium of approximately 262.95% over the audited consolidated net asset value attributable to the owners of the Company of approximately HK$0.0880 per Share (based on the total number of issued Shares as at the date of this announcement) as at 31 December 2018 as set out in the 2018 Annual Report; and
a premium of approximately 172.76% over the unaudited consolidated net asset value attributable to the owners of the Company of approximately HK$0.1171 per Share (based on the total number of issued Shares as at the date of this announcement) as at 30 June 2019, as set out in the 2019 Interim Result Announcement.

Highest and lowest Share prices

The highest and lowest closing prices of the Shares as quoted on the Stock Exchange during the six months period immediately preceding the commencement of the offer period on 3 September 2019 (as defined under the Takeovers Code) (i.e. 3 March 2019) and up to and including the Last Trading Day were HK$0.425 per Share (on 20 June 2019) and HK$0.22 per Share (on 15 August 2019), respectively.

Value of the Offers

As at the date of this announcement, there were 728,584,797 Shares in issue. On the basis of the Offer Price of HK$0.3194 per Offer Share, the entire issued share capital of the Company is valued at approximately HK$232,709,984.16. On the basis that there are 290,162,482 Shares subject to the Share Offer and assuming there is no change in the number of issued Shares before the close of the Offers, the value of the Share Offer is HK$92,677,896.75 (assuming no Share Option is exercised prior to the close of the Share Offer).

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Assuming none of the Share Options is exercised prior to the close of the Offers, 78,030,527 Share Options will be subject to the Option Offer and the Option Offer will be valued at approximately HK$7,803.05 based on the option offer price of HK$0.0001 per Share Option. Based on the above, the aggregate value of the Offers will be approximately HK$92,685,699.80.

Assuming that all the Share Options are exercised by the Optionholders prior to the close of the Offers, a total of 368,193,009 Shares will be subject to the Share Offer and the Share Offer will be valued at approximately HK$117,600,847.07.

Confirmation of financial resources available for the Offers

Effect of accepting the Offers

By accepting the Share Offer, the Shareholders will sell their Shares to the Joint Offerors free from all encumbrances together with all rights attached thereto, including but not limited to all rights to any dividend or other distribution declared, made or paid on or after the date on which the Share Offer is made, being the date of the despatch of the Offer Document. As disclosed in the 2018 Annual Report and the 2019 Interim Result Announcement, no dividend was paid or proposed for the year ended 31 December 2018 and the six months ended 30 June 2019, respectively.

By accepting the Option Offer, the Optionholders will agree to the cancellation of their tendered Share Options and all rights attached thereto with effect from the date on which the Option Offer is made, being the date of the despatch of the Offer Document. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except as otherwise permitted under the Takeovers Code. In accordance with the Share Option Scheme, the Share Options will lapse automatically (to the extent not exercised) upon the close of the Offers.

Hong Kong stamp duty

Seller's Hong Kong ad valorem stamp duty on acceptances of the Share Offer at a rate of 0.1% of the consideration payable in respect of the relevant acceptances or, if higher, the market value of the Offer Shares subject to such acceptance, will be deducted from the amounts payable to Independent Shareholders who accept the Share Offer. The Joint Offerors will arrange for payment of the seller's ad valorem stamp duty on behalf of the Independent Shareholders who accept the Share Offer and

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pay the buyer's Hong Kong ad valorem stamp duty in connection with the acceptance of the Share Offer and the transfers of the relevant Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong).

No stamp duty is payable in connection with the Option Offer.

Payment

Payment in cash in respect of the Offers will be made as soon as possible but in any event within seven business days (as defined in the Takeovers Code) of the date on which the duly completed acceptances of the Offers are received. Relevant documents of title in respect of such acceptances are received by the Joint Offerors (or their respective agents acting for and on behalf of them) to render each such acceptance complete and valid.

Overseas Shareholders

The availability of the Offers to any overseas Shareholders or Optionholders may be affected by the applicable laws and regulations of their relevant jurisdictions of residence. Overseas Shareholders and Optionholders should observe any applicable legal and regulatory requirements and, where necessary, consult their own professional advisers. It is the responsibilities of the overseas Shareholders and Optionholders who wish to accept the Offers to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection with the acceptance of the Offers (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 Shareholders and Optionholders in respect of such jurisdiction).

Acceptance of the Offers by any overseas Shareholder or Optionholders will be deemed to constitute a representation and warranty from such overseas Shareholder or Optionholders to the Joint Offerors that the local laws and requirements have been complied with. The overseas Shareholders and Optionholders should consult their professional advisers if in doubt.

DEALING AND INTERESTS IN THE COMPANY'S SECURITIES

Save for the Sale Shares under the Deed of Share Purchase, none of the Joint Offerors or parties acting in concert with any of them has dealt in nor owned any Share or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the six months period prior to the commencement of the offer period (as defined under the Takeovers Code) (i.e. 3 March 2019) and up to and including the date of this announcement.

As at the date of this announcement,

save for the Sale Shares held by the Joint Offerors, none of the Joint Offerors and parties acting in concert with any of them holds, owns or has control or direction over any voting rights or rights over any Shares, convertible securities, warranties or options of the Company or any derivatives in respect of such securities;

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there is no outstanding derivative in respect of securities in the Company which is owned, controlled or directed by, or has been entered into by the Joint Offerors, their ultimate beneficial owners and/or any person acting in concert with any of them;
save for the purchase of the Sale Shares pursuant to the Deed of Share Purchase, none of the Joint Offerors, nor any person acting in concert with any of them has dealt for value in any Shares, convertible securities, warrants or options of the Company or any derivatives in respect of such securities in the six months prior and up to the date of this announcement;
none of the Joint Offerors and parties acting in concert with any of them has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company;
save for the Deed of Share Purchase, there is no arrangement (whether by way of option, indemnity or otherwise) of any kind referred to in Note 8 to Rule 22 of the Takeovers Code in relation to the shares of the Joint Offerors or the Shares which might be material to the Offers;
there is no agreement or arrangement to which the Joint Offerors, their respective ultimate beneficial owner or parties acting in concert with any of them 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;
none of the Joint Offerors and/or parties acting in concert with any of them has received any irrevocable commitment(s) to accept or reject the Offers;
there is no outstanding derivative in respect of the securities in the Company entered into by the Joint Offerors, nor any person acting in concert with any of them;
there was no agreement, arrangement or understanding that any securities acquired in pursuance of the Offers would be transferred, charged or pledged to any other persons;
there is no agreement, arrangement or understanding (including any compensation arrangement) between the Joint Offerors or any person acting in concert with any of them and any of the Directors, recent directors, Shareholders or recent shareholders of the Company having any connection with or dependence upon the Offers;
there is no agreement or arrangement which constitutes a special deal under Rule 25 of the Takeovers Code between the Joint Offerors and parties acting in concert with any of them on one hand and the Receivers, Ultra Harvest, Magic Blazes, Sincere King and Middle Spring and parties acting in concert with any of them or any other Shareholders on the other hand;

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save for the total consideration for the Sale Shares, no other consideration, compensation or benefit in whatever form is paid or to be paid by the Joint Offerors or any parties acting in concert with any of them to any of the Receivers, Ultra Harvest, Magic Blazes, Sincere King and Middle Spring in connection with the sale and purchase of the Sale Shares or any parties acting in concert with any of them;
there is no any understanding, arrangement or agreement or special deal between any Shareholder and the Joint Offerors and parties acting in concert with any of them; and
the Joint Offerors are not aware of any understanding, arrangement or agreement or special deal between any Shareholder and the Company, its subsidiaries or associated companies.

INFORMATION ON THE JOINT OFFERORS

Information on Great Match

Great Match was incorporated in the British Virgin Islands with limited liability as an investment holding company. As at the date of this announcement, Great Match is wholly-owned by Mr. Choi. Mr. Choi is the sole director of Great Match.

Information on Mr. Choi

Mr. Choi graduated from Seneca College, Toronto, Canada in General Business in 2003. He started as the general manager, and currently as the executive director, at Realway Investment Limited, a company incorporated in Hong Kong and principally engaged in the trading of lifestyle fast-moving consumer goods in local and overseas market. At Realway Investment Limited, Mr. Choi manages to provide professional global lifestyle fast-moving consumer goods trading services to worldwide countries. He established different distribution channels and target segment in the past 15 years. He leads a team to explore new markets in Southeast Asia and maintain a stable growth in the well- developed market in European Union and Middle East. Apart from the trading business, Mr. Choi has been and is still working in a family business in property management, with a team of about 10 talents in Hong Kong for over a decade. He is the director of the leasing and property management company and is responsible for planning business strategies and managing the local and overseas operation teams. Mr. Choi is also a director of the board of Yan Oi Tong, one of the biggest charity organizations in Hong Kong.

Information on Rich Vision

Rich Vision was incorporated in the British Virgin Islands with limited liability as an investment holding company. As at the date of this announcement, Rich Vision is wholly-owned by Mr. Cheng. Mr. Cheng is the sole director of Rich Vision.

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Information on Mr. Cheng

Mr. Cheng is the chairman and an executive director of Sun International Group Limited (Stock code: 8029), a company principally engaged in money lending, securities, trading of bloodstocks, provision of equine related services and investment in stallions and the issued shares of which are listed on GEM of the Stock Exchange. Mr. Cheng is also the chairman and an executive director of Imperium Group Global Holdings Limited (Stock code: 776), a company principally engaged in household furnishings business which also operates property investment and various loan products and services, as well as the mobile game business, and the issued shares of which are listed on the main board of the Stock Exchange.

SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the shareholding structure of the Company (i) immediately prior to the Completion; and (ii) immediately after the Completion and as at the date of this announcement, which is prepared based on the publicly available information (including but not limited to the 2018 Annual Report and the 2019 Interim Result Announcement):

Shareholders

The Joint Offerors and parties acting in concert with any of them

Great Match
Rich Vision

Ultra Harvest (Notes 1 and 8) Magic Blazes (Notes 2 and 8) Sincere King (Notes 3 and 8)

Middle Spring (Notes 4 and 8) Mr. Shen Yong (Note 5)

Mr. Shen Ke (Note 6) Ms. Meng Qing (Note 7) Other public Shareholders

		Immediately after the
Immediately prior to the		Completion and as at the
Completion		date of this announcement
Number of		Number of
Shares	%	Shares	%

			438,422,315	60.175
-		-	219,211,158	30.088
-		-	219,211,157	30.087
205,962,125	28.269	44,908,000	6.164
68,229,512	9.365	10,000	0.001
85,500,000	11.735		-		-
123,648,678	16.971		-		-
6,520,000	0.895	6,520,000	0.895
5,510,000	0.756	5,510,000	0.756
5,500,000	0.755	5,500,000	0.755
227,714,482	31.254	227,714,482	31.254

728,584,797	100.00	728,584,797	100.00

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Notes:

Ultra Harvest is owned as to 51% by Mr. Shen Yong, 39% by Mr. Wang Yuqiang and 10% by Mr. Shen Ke.
Magic Blazes is a wholly owned subsidiary of Ultra Harvest.
Based on the register of members of Sincere King and to the best knowledge of the Joint Offerors, Zhang Hong is the sole registered shareholder of Sincere King.
Middle Spring is wholly owned by Mr. Shen Yong.
Mr. Shen Yong is the chairman of the Company and an executive Director.
Mr. Shen Ke is the son of Mr. Shen Yong.
Ms. Meng Qing is the spouse of Mr. Shen Yong.
Pursuant to the Deed of Appointment, Cheer Hope appointed the Receivers as the joint and several receivers and managers of the Sale Shares on 20 May 2019. Notwithstanding the appointment of the Receivers, the relevant Sale Shares were beneficially owned by Ultra Harvest, Magic Blazes, Middle Spring and Sincere King respectively immediately prior to Completion.

INTENTION OF THE JOINT OFFERORS ON THE GROUP

Following the close of the Offers, it is the intention of the Joint Offerors that the Company will continue to focus on the development of its existing businesses. The Joint Offerors do not intend to introduce any major changes to the existing operations and business of the Group upon the close of the Offers.

Nevertheless, the Joint Offerors will conduct a detailed review on the existing principal businesses and operations, and the financial position of the Group for the purpose of formulating business plans and strategies for the Group's long-term business development and will explore other business opportunities for the Group. Subject to the results of the review, and should suitable investment or business opportunities arise, the Joint Offerors may consider whether any assets and/or business acquisitions or disposals by the Group will be appropriate in order to enhance its growth.

As at the date of this announcement, no investment or business opportunity has been identified nor have the Joint Offerors entered into any agreement, arrangement, understanding or negotiation in relation to the injection of any assets or business into the Group.

Save for the potential 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 they deem necessary or appropriate to the benefit of the Group.

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PROPOSED CHANGE TO THE BOARD COMPOSITION OF THE COMPANY

As at the date of this announcement, the Board comprises of Mr. Shen Yong, Mr. Pang Huan Kun and Ms. Wang Yi Ya as executive Directors; Mr. Huang Xiang Yang as the non-executive Director and Dr. Loke Yu (alias Loke Hoi Lam), Mr. Yu Lei and Mr. Ernst Rudolf Zimmermann as the independent non-executive Directors.

The Joint Offerors may consider to convene a general meeting to appoint new member(s) to the Board if such appointment is considered to be beneficial to the future development of the Group as permitted under the Takeovers Code. Any change to the composition of the Board will be made in compliance with the Takeovers Code and the Listing Rules.

Such proposed nomination of new Directors has not yet been finalized as at the date of this announcement. Further announcement(s) will be made upon any changes to the composition of the Board in accordance with the requirements of the Listing Rules and the Takeovers Code as appropriate.

MAINTAINING THE LISTING STATUS OF THE COMPANY

The Joint Offerors intend the issued Shares to remain listed on the Stock Exchange upon the close of the Offers.

Pursuant to the Listing Rules, if, at the close of the Offers, less than 25% of the issued Shares are held by the public or if the Stock Exchange believes that:

a false market exists or may exist in the trading of the Shares; or
there are insufficient Shares in public hands to maintain an orderly market,

then the Stock Exchange will consider exercising its discretion to suspend dealings in the Shares.

The Joint Offerors will jointly and severally undertake to the Stock Exchange to take appropriate steps as soon as possible following the close of the Offers to ensure that sufficient public float exists in the Shares after the close of the Offers. The Joint Offerors will issue a separate announcement as and when necessary in this regard.

RULE 8.2 OF THE TAKEOVERS CODE

In accordance with Rule 8.2 of the Takeovers Code, the Offer Document is required to be posted by or on behalf of the Joint Offerors within 21 days of the date of this announcement. Pursuant to the Takeovers Code, the Company is required to send a response document to the Shareholders and Optionholders within 14 days from the posting the Offer Document, unless the Executive consents to a later date and the Joint Offerors agrees to extend the first closing date.

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DEALING DISCLOSURE

In accordance with Rule 3.8 of the Takeovers Code, respective associates of the Company (as defined in the Takeovers Code, including among others, Shareholders of the Company having interests of 5% or more in the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company) and of the Joint Offerors are hereby reminded to disclose their dealings in the securities of the Company pursuant to the requirements of the Takeovers Code.

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 of an offeror or the offeree company and other persons under Rule 22 of the Takeovers Code 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 of the Takeovers Code. 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.

Intermediates 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."

WARNING

Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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DEFINITIONS

In this announcement, the following terms shall have the meanings set out below, unless the context otherwise requires:

"2018 Annual Report"	means the annual report of the Company for the year ended 31
	December 2018;
"2019 Interim Result	means the interim result announcement of the Company dated 28
Announcement"	August 2019;
"acting in concert"	has the meaning ascribed to it in the Takeovers Code;
"associate"	has the meaning ascribed to it in the Takeovers Code;
"Board"	means the board of Directors;
"Cheer Hope"	means Cheer Hope Holdings Limited, a company incorporated in
	the British Virgin Islands with limited liability, which is wholly
	and beneficially owned by China Construction Bank Corporation
	based on the corporate substantial shareholder notice filed by
	China Construction Bank Corporation on 23 May 2019;
"Company"	means Forebase International Holdings Limited (stock code: 2310),
	a company incorporated in Hong Kong with limited liability and
	the issued Shares of which are listed on the Stock Exchange;
"Completion"	means completion of the sale and purchase of the Sale Shares in
	accordance with the terms and conditions of the Deed of Share
	Purchase, which took place on 6 September 2019;
"Deed of Appointment"	means the deed of appointment dated 20 May 2019 executed
	by Cheer Hope to appoint the Receivers as the joint and several
	receivers of the Sale Shares;
"Deed of Share Purchase"	means the deed of share purchase dated 3 September 2019 entered
	into among the Joint Offerors and the Receivers in relation to the
	sale and purchase of the Sale Shares;
"Director(s)"	means the director(s) of the Company;
"Executive"	means the Executive Director of the Corporate Finance Division of
	the SFC or any delegate of the Executive Director;

- 17 -

"Facility Agreement"	means the facility agreement dated 21 December 2016 (as (i)
	amended and restated by a first supplemental agreement dated
	29 December 2017; (ii) amended and supplemented by a second
	supplemental agreement dated 21 September 2018; and (iii)
	amended and supplemented by a third supplemental agreement
	dated 1 April 2019) and entered into between Cheer Hope as
	lender and Ultra Harvest as borrower in relation to the provision of
	the Loan;
"Great Match"	means Great Match International Limited, a company incorporated
	in the British Virgin Islands with limited liability and is
	beneficially wholly-owned by Mr. Choi;
"Group"	means the Company and its subsidiaries from time to time;
"Hong Kong"	means the Hong Kong Special Administrative Region of the
	People's Republic of China;
"Independent Shareholder(s)"	means Shareholder(s) other than the Joint Offerors and parties
	acting in concert with any of them;
"Joint Offeror(s)"	means Great Match and Rich Vision;
"Last Trading Day"	means 3 September 2019, being the last trading day of the Shares
	on the Stock Exchange prior to the issuance of this announcement;
"Listing Rules"	means the Rules Governing the Listing of Securities on the Stock
	Exchange;
"Loan"	means a term loan in the principal amount of US$9,000,000
	granted by Cheer Hope to Ultra Harvest under the Facility
	Agreement;
"Magic Blazes"	means Magic Blazes Limited (Receivers appointed pursuant to the
	Magic Blazes Charge over 68,219,512 Sale Shares beneficially
	owned by it), a company incorporated in the British Virgin Islands
	with limited liability and is beneficially wholly-owned by Ultra
	Harvest;
"Magic Blazes Charge"	means the share charge dated 21 December 2016 and executed by
	Magic Blazes in favour of Cheer Hope in respect of 68,219,512
	Sale Shares as security for the Facility Agreement;

- 18 -

"Middle Spring"	means Middle Spring Limited (Receivers appointed pursuant to the
	Middle Spring Charge over 123,648,678 Sale Shares beneficially
	owned by it), a company incorporated in the British Virgin Islands
	with limited liability and is beneficially wholly-owned by Mr.
	Shen Yong
"Middle Spring Charge"	means the share charge dated 1 April 2019 and executed by Middle
	Spring in favour of Cheer Hope in respect of 123,648,678 Sale
	Shares as security for the Facility Agreement;
"Mr. Cheng"	means Mr. Cheng Ting Kong;
"Mr. Choi"	means Mr. Choi Yun Chor;
"Offer Document"	means the offer document to be issued by or on behalf of the Joint
	Offerors to all Shareholders and the Optionholders in accordance
	with the Takeovers Code containing, among others, details of the
	Offers;
"Offers"	means, collectively, the Option Offer and the Share Offer;
"Offer Share(s)"	means all the issued Shares (other than those already beneficially
	owned and agreed to be acquired by the Joint Offerors and parties
	acting in concert with any of them);
"Option Offer"	means the mandatory unconditional cash offer to be made by Red
	Sun Capital for and on behalf of the Joint Offerors to cancel all the
	Share Options in accordance with the Takeovers Code;
"Optionholder(s)"	means the holder(s) of the Share Option(s);
"Receivers"	means Yen Ching Wai David and So Kit Yee Anita, both of Ernst
	& Young Transactions Limited, the joint and several receivers and
	managers of the Sale Shares;
"Red Sun Capital"	means Red Sun Capital Limited, a corporation licensed by the SFC
	to conduct Type 1 (dealing in securities) and Type 6 (advising on
	corporate finance) regulated activities under the Securities and
	Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being
	the financial adviser to the Joint Offerors in respect of the Offers;

- 19 -

"Rich Vision"	means Rich Vision Developments Limited, a company
	incorporated in the British Virgin Islands with limited liability and
	is beneficially wholly-owned by Mr. Cheng;
"Sale Shares"	means 161,054,125 Shares, 68,219,512 Shares, 85,500,000 Shares
	and 123,648,678 Shares beneficially owned by Ultra Harvest,
	Magic Blazes, Sincere King and Middle Spring, respectively,
	representing in aggregate of 438,422,315 and charged in favour to
	Cheer Hope;
"SFC"	means the Securities and Futures Commission of Hong Kong;
"Share(s)"	means ordinary share(s) in the share capital of the Company;
"Shareholder(s)"	means holder(s) of the Share(s);
"Share Charges"	means, collectively, the Ultra Harvest Charge, the Magic Blazes
	Charge, the Sincere King Charge and the Middle Spring Charge,
	and where the context requires, can mean either one of them;
"Share Offer"	means the mandatory unconditional cash offer to be made by Red
	Sun Capital for and on behalf of the Joint Offerors to acquire all
	the Offer Shares in accordance with the Takeovers Code;
"Share Offer Price"	means the price of HK$0.3194 per Offer Share payable in cash by
	the Joint Offerors on the terms of the Share Offer;
"Share Option(s)"	means the outstanding share option (s) granted by the Company
	under the Share Option Scheme;
"Share Option Scheme"	the share option scheme conditionally adopted by the Company on
	30 May 2013;
"Sincere King"	means Sincere King Limited (Receivers appointed pursuant to the
	Sincere King Charge over 85,500,000 Sale Shares beneficially
	owned by it), a company incorporated in the British Virgin Islands
	with limited liability and based on the register of members of
	Sincere King and to the best knowledge of the Joint Offerors,
	Zhang Hong is the sole registered shareholder of Sincere King;

- 20 -

"Sincere King Charge"	means the share charge dated 21 September 2018 and executed by
	Sincere King in favour of Cheer Hope in respect of 85,500,000
	Sale Shares as security for the Facility Agreement;
"Stock Exchange"	means The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	means the Code on Takeovers and Mergers;
"Ultra Harvest"	means Ultra Harvest Limited (Receivers appointed pursuant to the
	Ultra Harvest Charge over 161,054,125 Sale Shares beneficially
	owned by it), a company incorporated in the British Virgin Islands
	with limited liability and is beneficially owned as to 51% by
	Mr. Shen Yong, 39% by Mr. Wang Yuqiang and as to 10% by
	Mr. Shen Ke;
"Ultra Harvest Charge"	means the share charge dated 21 December 2016 and executed by
	Ultra Harvest in favour of Cheer Hope in respect of 161,054,125
	Sale Shares as security for the Facility Agreement;
"HK$"	means Hong Kong dollars, the lawful currency of Hong Kong; and
"%"	means per cent.
By Order of the sole director of	By Order of the sole director of
Great Match International Limited	Rich Vision Developments Limited
Choi Yun Chor		Cheng Ting Kong
Sole Director		Sole Director

Hong Kong, 17 September 2019

- 21 -

As at the date of this announcement, the sole director of Great Match is Mr. Choi. The sole director of Great Match accepts full responsibility for the accuracy of information contained in this announcement (other than the information relating to Rich Vision and parties acting in concert with it) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the sole director of Rich Vision) have been arrived at upon due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the sole director of Rich Vision is Mr. Cheng. The sole director of Rich Vision accepts full responsibility for the accuracy of information contained in this announcement (other than information relating to Great Match and parties acting in concert with it) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the sole director of Great Match) have been arrived at upon due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The information relating to the Group in this announcement has been extracted from or based on the published information relating to the Group, including but not limited to the 2018 Annual Report and the 2019 Interim Result Announcement. The only responsibility accepted by the respective sole director of the Joint Offerors in respect of such information is for the correctness and fairness of its reproduction or presentation.

- 22 -

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Forebase International Holdings Ltd. published this content on 17 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2019 22:26:04 UTC

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