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Pine Care : JOINT ANNOUNCEMENT (1) CONDITIONAL AGREEMENT IN RELATION TO THE ACQUISITION OF SALE SHARES BY THE PURCHASERS (2) POSSIBLE UNCONDITIONAL MANDATORY GENERAL CASH OFFER BY GEAR SECURITIES INVESTMENT LIMITED FOR AND ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES OF PINE CARE GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED BY AND/OR AGREED TO BE ACQUIRED BY THE OFFEROR AND THE PARTIES ACTING IN CONCERT WITH HIM) AND (3) STATUS OF THE PUBLIC FLOAT

February 05, 2020 at 08:16 pm IST

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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Pine Care Group Limited.

Tang Yiu Sing	Pine Care Group Limited
	松齡護老集團有限公司
	(Incorporated in the Cayman Islands with limited liability)
	(stock code: 1989)

JOINT ANNOUNCEMENT

1. CONDITIONAL AGREEMENT IN RELATION TO THE ACQUISITION OF SALE SHARES BY THE PURCHASERS
POSSIBLE UNCONDITIONAL MANDATORY GENERAL CASH OFFER BY GEAR SECURITIES INVESTMENT LIMITED

FOR AND ON BEHALF OF THE OFFEROR TO

ACQUIRE ALL THE ISSUED SHARES OF

PINE CARE GROUP LIMITED

(OTHER THAN THOSE ALREADY OWNED BY AND/OR AGREED TO BE ACQUIRED BY THE OFFEROR AND THE PARTIES ACTING IN CONCERT WITH HIM) AND

(3) STATUS OF THE PUBLIC FLOAT

Financial adviser to the Offeror

Financial adviser to the Company

Trinity Corporate Finance LimitedOpus Capital Limited

Independent Financial Adviser to the Independent Board Committee

Grand Moore Capital Limited

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SPA

Reference is made to the Rule 3.7 Announcement dated 20 December 2019 relating to a possible sale of an interest in the Company held by the Vendor.

The Board has been informed by the Vendor that the Vendor and the Purchasers entered into the SPA on 5 February 2020 (after trading hours), pursuant to which the Vendor has conditionally agreed to sell and the Purchasers (through companies held as to 100% by them) have conditionally agreed to purchase, in aggregate, 469,496,000 Sale Shares, representing approximately 52.00% of the existing issued share capital of the Company as at the date of this joint announcement. The total consideration for the Sale Shares is HK$773,259,912, equivalent to HK$1.647 per Sale Share. The Vendor currently owns 604,800,000 Shares, representing approximately 66.99% of the issued share capital of the Company as at the date of this joint announcement. Upon Completion, the Vendor will own the Retained Shares, representing approximately 14.99% of the issued share capital of the Company as at the date of this joint announcement. The Vendor has provided an Irrevocable Undertaking that it will (i) not sell, transfer, charge, pledge or (save for the granting of the Call Options) grant any option over or otherwise dispose of or create any encumbrances in respect of any of the Retained Shares or any interest in any of the Retained Shares prior to the expiry of the Offer Period; and (ii) not tender the Retained Shares for acceptance under the Offer.

Completion is subject to certain conditions precedent described in the sub-paragraph headed ''Conditions'' in this joint announcement.

Call Options

On the Completion Date, the Vendor and the Offeror will enter into a call option deed, pursuant to which the Vendor will grant the Call Options to the Offeror giving the Offeror (or the Nominees) the right to require the Vendor to transfer at a price per Share equal to the Offer Price:

Up to 31,608,000 Shares, representing approximately 3.5% of the issued share capital of the
Company as at the date of this joint announcement, during the period commencing from the 15th calendar day before the 2nd Consideration Payment Date and ending on the 15th calendar day after the 2nd Consideration Payment Date; and
Up to 31,608,000 Shares, representing approximately 3.5% of the issued share capital of the
Company as at the date of this joint announcement, during the period commencing from the 15th calendar day before the 3rd Consideration Payment Date and ending on the 15th calendar day after the 3rd Consideration Payment Date.

In the event that the Offeror exercises the Call Options in full, the Vendor would still hold approximately 7.98% of the issued share capital of the Company (assuming there is no change in the issued share capital of the Company between the date of this joint announcement and the exercise date(s) of the Call Options).

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Loan Agreement

On 5 February 2020, the Vendor (as lender) entered into the Loan Agreement with the Offeror (as borrower) in respect of a Loan in a principal amount of up to HK$500 million. The Loan is non- interest bearing and the Offeror will repay the outstanding amount of the Loan in full on the date falling three months from the Completion Date, or 10 business days after the closing date of the Offer, whichever is later. The Loan shall be used to finance the consideration payable under the Offer. Mr. SB Tang has provided Personal Guarantee in favour of the Vendor to guarantee the punctual performance by the Offeror of all his obligations under the Loan Agreement.

Due to the loan arrangement contemplated under the Loan Agreement and the deferred payment of the 2nd Consideration Payment and the 3rd Consideration Payment, the Vendor following Completion and prior to the full settlement of the 2nd Consideration Payment and the 3rd Consideration Payment by the Offeror, are presumed to be acting in concert with the Offeror under Class (9) of the definition of ''acting in concert'' under the Takeovers Code.

POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER

As at the date of this joint announcement, the Offeror and parties acting in concert with him (save and except for the Vendor) were interested in 4,984,000 Shares, representing approximately 0.55% of the issued share capital of the Company. Immediately following Completion, the Offeror and parties acting in concert (save and except for the Vendor) with him will be interested in a total of 474,480,000 Shares, representing approximately 52.55% of the issued share capital of the Company and, pursuant to Rule 26.1 of the Takeovers Code, the Offeror will be required to make the Offer to acquire all the Offer Shares, i.e. 293,096,000 Shares, representing approximately 32.46% of the issued share capital of the Company.

As at the date of this joint announcement, the Company has 902,880,000 Shares in issue. The Company has no other outstanding convertible securities, warrants, options or derivatives in issue which may confer any rights to subscribe for, convert or exchange into Shares as at the date of this joint announcement.

Subject to Completion, Gear, on behalf of the Offeror and in compliance with the Takeovers Code, will make the Offer to acquire all the Offer Shares on the terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code on the following basis:

The Offer

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$1.647 in cash

The principal terms of the Offer are set out in the section headed ''Possible Unconditional Mandatory Cash Offer'' in this joint announcement.

The Offer, if and when made, will be unconditional in all respects. The Offeror intends to maintain the listing of the Shares on the Stock Exchange after the close of the Offer.

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The Purchasers and the Offeror intend to finance the Sale Shares Purchase Price and the consideration payable under the Offer from (i) their own resources and banking facilities available to the Purchasers; and (ii) the principal loan amount under the Loan Agreement, respectively. Upon Completion, the Offeror and parties acting in concert with him will hold, in aggregate, approximately 52.55% of the entire issued capital of the Company. Trinity, as the financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror to satisfy the amount of funds required for full acceptance of the Offer.

If, at the close of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public at all times, 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, it will consider exercising its discretion to suspend dealings in the Shares until the prescribed level of public float is restored.

WARNING: THE OFFER WILL ONLY BE MADE IF COMPLETION TAKES PLACE. COMPLETION IS SUBJECT TO FULFILLMENT AND/OR WAIVER, AS APPLICABLE, OF THE CONDITIONS CONTAINED IN THE SPA. ACCORDINGLY, THE OFFER MAY OR MAY NOT BE MADE. THE ISSUE OF THIS JOINT ANNOUNCEMENT DOES NOT IN ANY WAY IMPLY THAT THE OFFER WILL BE MADE. SHAREHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY ARE ADVISED TO EXERCISE EXTREME CAUTION WHEN DEALING IN THE RELEVANT SECURITIES OF THE COMPANY. PERSONS WHO ARE IN DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT A LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee has been established by the Company to advise the Offer Shareholders in respect of the Offer if Completion takes place, pursuant to Rule 2.1 of the Takeovers Code.

Grand Moore Capital Limited, has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in respect of the Offer if Completion takes place and, in particular, as to whether the Offer is fair and reasonable and as to the acceptance of the Offer pursuant to Rule 2.1 of the Takeovers Code. The appointment of Grand Moore Capital Limited has been approved by the Independent Board Committee.

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DESPATCH OF THE COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document containing, inter alia, the terms of the Offer, together with the acceptance and transfer form, should be posted to the Shareholders within 21 days of the date of this joint announcement.

Subject to Completion, the Offeror and the Company intend that the Composite Document in connection with the Offer setting out, inter alia, details of the Offer (including the expected timetable and terms of the Offer and accompanied by the acceptance and transfer form), a letter from the Independent Board Committee and a letter from the Independent Financial Adviser in relation to the Offer will be issued and despatched by the Offeror and the Company jointly to the Shareholders in accordance with the Takeovers Code in due course.

THE SPA

Reference is made to the Rule 3.7 Announcement dated 20 December 2019 relating to a possible sale of an interest in the Company held by the Vendor.

On 5 February 2020 (after trading hours), the Vendor and the Purchasers entered into the SPA. A summary of the major terms of the SPA is set out below.

Date		5 February 2020 (after trading hours)
Parties
(1)	Vendor:	the Vendor (as the vendor of the Sale Shares);
(2)	Purchasers:	(i)	the Offeror ((i) through Starcorp as to 224,176,000 Shares,
			representing approximately 24.83% of the issued share capital of
			the Company; and (ii) through Smartbase as to 48,320,000 Shares,
			representing approximately 5.35% of the issued share capital of the
			Company, as at the date of this joint announcement), being the
			Offeror; and
		(ii)	Mr. SB Tang ((i) through Century Fortress as to 130,800,000
			Shares, representing approximately 14.49% of the issued share
			capital of the Company; and (ii) through Great Canton as to
			66,200,000 Shares, representing approximately 7.33% of the issued

share capital of the Company, as at the date of this joint announcement).

As at the date of this joint announcement, (i) the Offeror, being the sole shareholder of Stan Group Limited, which is the sole shareholder of Stan Group (Holdings) Limited, which in turn is the sole shareholder of Utopia, which is a substantial shareholder of a subsidiary of the Company, namely, Patina Wellness, is a connected person of the Company; and (ii) Mr. SB Tang, being the father of the Offeror, is an associate (as defined in the Listing Rules) of the Offeror and therefore a connected person of the Company.

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Subject matter

Subject to the terms and conditions of the SPA, the Vendor shall sell the Sale Shares as the legal and beneficial owner free from all the Encumbrances and the Purchasers (through companies held as to 100% by them) shall purchase the Sale Shares together with all rights and benefits attaching or accruing thereto including, without limitation, all dividends and distributions declared, made or paid, on or after the Completion Date. The Vendor and the Purchasers shall not be obliged to complete the purchase of any of the Sale Shares unless the sale of all of the Sale Shares is completed simultaneously. Details on payment of the Sale Shares Purchase Price by the Purchasers to the Vendor are set out in the section headed ''Sale Shares Purchase Price'' below.

On 21 November 2019, the Board resolved to declare an interim dividend of HK0.78 cent per Share (the ''Interim Dividend''), representing a total of approximately HK$7,042,000, for the six months ended 30 September 2019. The Interim Dividend has been paid on 27 December 2019 to the Company's shareholders whose names appear on the register of members of the Company at the close of business on 11 December 2019 (the ''Interim Dividend Record Date''). Since the Interim Dividend Record Date preceded the Completion Date, the Purchasers would not be entitled to the Interim Dividend. The Company has (i) no dividend and/or distribution that are currently outstanding; and (ii) no plans to make any dividends and/or distributions during the Offer Period as at the date of this joint announcement.

Sale Shares Purchase Price

Subject to the terms and conditions of the SPA, the purchase price payable for each Sale Share shall be HK$1.647, and the Sale Shares Purchase Price payable for the Sale Shares by the Purchasers shall be HK$773,259,912. The purchase price of HK$1.647 per Sale Share was determined after arm's length negotiations between the Purchasers and the Vendor with reference to, among others, (i) the well-established brand and the leadership position held by the Company in the Hong Kong EBPS market1; (ii) the strategic value and the development potential of the Company's new projects in the luxury segment2; and (iii) the preliminary assessment of the potential fair value revaluation of the RCHE properties held by the Company, the valuation of which is to be conducted and finalised by an independent valuer engaged by the Company and a valuation report to be issued by the independent valuer and to be enclosed into the Composite Document which will comply with the relevant requirements under Rule 11 of the Takeovers Code.

According to page 226 of the prospectus of the Company dated 27 January 2017, in 2015, the Group was the second largest private RCHE operator in Hong Kong and the largest private RCHE operator participating in the EBPS in Hong Kong in 2015.
As disclosed in the interim report of the Company for the six months ended 30 September 2019, the Group's projects in the luxury segment include, among others, projects include: (i) Pine Care Place - a luxury RCHE; (ii) Patina Wellness - an integrated senior wellness hub; (iii) Pine Care Yada - the Group's first project in Mainland China; and (iv) Pine Care Point - a luxury RCHE specialising in dementia care.

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The Sale Shares Purchase Price is payable by the Purchasers to the Vendor as follows:

an amount of HK$502,618,942 in cash (the ''1st Consideration Payment''), representing approximately 65% of the Sale Shares Purchase Price, shall be payable upon Completion, of which:
1. HK$291,720,592 shall be payable by the Offeror; and
2. HK$210,898,350 shall be payable by Mr. SB Tang;
an amount of HK$135,320,485 in cash (the ''2nd Consideration Payment''), representing
approximately 17.5% of the Sale Shares Purchase Price, shall be payable on the date falling 9 months after the date of the SPA (the ''2nd Consideration Payment Date'') of which:
1. HK$78,540,160 shall be payable by the Offeror; and
2. HK$56,780,325 shall be payable by Mr. SB Tang;
an amount of HK$135,320,485 in cash (the ''3rd Consideration Payment''), representing the
balance of approximately 17.5% of the Sale Shares Purchase Price, shall be payable on the date falling 18 months after the date of the SPA (the ''3rd Consideration Payment Date'') of which:
1. HK$78,540,160 shall be payable by the Offeror; and
2. HK$56,780,325 shall be payable by Mr. SB Tang.

No interest shall accrue on the 2nd Consideration Payment and the 3rd Consideration Payment payable to the Vendor.

The settlement method of the Sale Shares Purchase Price by instalments (including the fact that no interest shall accrue on the 2nd Consideration Payment and the 3rd Consideration Payment payable to the Vendor) was as a result of commercial discussions amongst the parties balancing the need for a definitive Completion timeline while sacrificing the time value for money through payment by instalments. Neither parties to the SPA would prefer to defer the Completion Date to a later date when it is commercially viable to achieve Completion with the banking facilities available to the Purchasers enabling the Purchasers, at Completion, to confirm that the 1st Consideration Payment will be settled via CCASS on the second Business Day after the Completion Date, while settling the remaining portion (i.e. 35%) of the Sale Shares Purchase Price on a deferred basis. In addition, the Vendor took comfort in the established business co-operation between the parties under ''Patina Wellness'' and the tenancy arrangement for the relevant property leased by Patina Wellness.

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Conditions

Completion is conditional upon the following Conditions:

the Stock Exchange and the Executive (i) advising that they have no further comment on the joint announcement to be released in connection with the Transactions and the Offer; and (ii) not having raised any objection in relation to the transactions contemplated under the SPA;
(i) the Vendor entering into the Loan Agreement and its ancillary documents (including but not limited to (i) a letter of instruction to Gear and Trinity, (ii) an acknowledgement to letter of instruction to be signed by Gear and Trinity; and (iii) a bank transfer instruction form, which is under the authorisation and instruction of the Vendor, to be given by Gear to the relevant bank immediately after signing of the SPA) with the Offeror and the relevant parties, pursuant to which the 1st Consideration Payment to be received by the Vendor is simultaneously advanced to the Offeror under the Loan Agreement for the purpose of financing the Offer; and (ii) Mr. SB Tang executing the Personal Guarantee in favour of the Vendor;
save as disclosed, the Warranties remaining true, accurate and not misleading in all material respects as given as at the date of the SPA and as at Completion;
(i) the current listing of the Shares not having been withdrawn; (ii) the Shares continuing to be traded on the Stock Exchange prior to the Completion Date (save for any temporary suspension for no longer than twenty consecutive trading days or such other period as the Purchasers and the Vendor may agree in writing or any suspension in connection with the Transactions and/or the Offer); and (iii) neither the Stock Exchange nor the SFC having indicated before the Completion Date that it will object to such continued listing for reasons related to or arising from the Transactions;
all necessary consents and approvals, if any, in respect of the sale and purchase of the Sale Shares and the Transactions having been obtained;
there being no bona fide litigation or arbitration which prohibits, restricts or imposes conditions or limitations on the Transactions; and
there being no applicable law or regulations which prohibits, restricts or imposes conditions or limitations on, the consummation of any of the Transactions.

The Purchasers may, at their absolute discretion, waive the Condition set out in paragraph (c). No other Conditions may be waived. The parties to the SPA currently are not aware of any consents or approvals that need to be obtained.

The parties to the SPA shall use their respective best endeavours to procure the fulfilment of the Conditions on or before the Long Stop Date.

As at the date of this joint announcement, the Condition set out in paragraphs (a) and (b) have been fulfilled.

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Completion

Completion shall take place on or before the fourth Business Day after the day on which the last of the Conditions is fulfilled (or otherwise waived, where applicable) (or such other date as may be agreed by the Purchasers and the Vendor in writing).

Post-Completion undertakings

In consideration of the Vendor entering into the SPA, each of the Purchasers unconditionally
and irrevocably jointly and severally agreed to covenant and undertake with the Vendor, throughout the continuance of the SPA and until full and final payment of the 2nd Consideration Payment and the 3rd Consideration Payment and, unless with the prior written consent of the
Vendor (such consent shall not be unreasonably withheld or delayed), the Purchasers shall, among other things:
1. not dispose of the Sale Shares until (i) the Offeror's repayment obligations under the Loan Agreement; and (ii) the Purchasers' payment obligations under the SPA with respect to Sale Shares Purchase Price have been fully discharged in a manner reasonably satisfactory to the Vendor; and
2. keep the sale proceeds, if any, obtained from the sale of Shares for the purpose of restoring the public float of the Company as required after the acceptance of the Shares under the Offer in the Offeror's designated securities account and withdraw such sale proceeds only for the sole purpose of discharging the Offeror's repayment obligations under the Loan Agreement.
Notwithstanding paragraphs (a)(i) and (ii) above, the Purchasers and the Offeror shall have full liberty to dispose of their respective Sale Shares and the Shares acquired through the Offer provided that such disposal (the ''Disposal'') satisfies (i) any of the following conditions in this paragraph (b); and (ii) paragraph (c) below:
1. the Disposal, together with any other Disposal within 18 months before such Disposal, is for an aggregate consideration of not more than HK$10 million;
2. the proceeds obtained from such Disposal will be sufficient to repay the outstanding amount of the Loan under the Loan Agreement (the ''Outstanding Loan'') in full and such repayment will be fully made upon receipt of the sale proceeds from the Disposal;
3. the market value based on the immediate previous 5-Day average closing price (the ''Market Value'') of the aggregate Shares held, directly or indirectly, by the Offeror and Mr. SB Tang, is not less than 1.5 times of the Sale Shares Purchase Price after the intended Disposal;
4. if, after full repayment of the Outstanding Loan, the Market Value of the aggregate Shares
  then held, directly or indirectly, by Mr. SB Tang and the Offeror is not less than 1.5 times of the aggregate of the 2nd Consideration Payment and the 3rd Consideration Payment after
  the intended Disposal;

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if, after full repayment of the Outstanding Loan and repayment for the 2nd Consideration
Payment, the Market Value of the Shares then held, directly or indirectly, by Mr. SB Tang and the Offeror is not less than 1.5 times of the 3rd Consideration Payment after the
intended Disposal; or
the sale proceeds obtained from the Disposal shall be deposited at the Offeror's designated securities account with Gear.

The Offeror and Mr. SB Tang shall inform the Vendor of the Disposal no later than the next Business Day after completion of such Disposal.

Call Options

up to 31,608,000 Shares, representing approximately 3.5% of the issued share capital of the Company as at the date of this joint announcement, during the period commencing from the 15th calendar day before the 2nd Consideration Payment Date and ending on the 15th calendar day after the 2nd Consideration Payment Date; and
up to 31,608,000 Shares, representing approximately 3.5% of the issued share capital of the Company as at the date of this joint announcement, during the period commencing from the 15th calendar day before the 3rd Consideration Payment Date and ending on the 15th calendar day after the 3rd Consideration Payment Date.

Settlement of the consideration for the respective Call Options will be made from the Purchasers' and/or the Offeror's own resources or banking facilities available to them respectively.

The Call Options are part and parcel of the commercial discussions between the Vendor and the Offeror. The Offeror will have the right, but not the obligation, to acquire the additional 63,216,000 Shares, in aggregate, at the same Offer Price, despite that the Call Options are only exercisable (i) during the period commencing from the 15th calendar day before the 2nd Consideration Payment Date and ending on the 15th calendar day after the 2nd Consideration Payment Date; or (ii) during the period commencing from the 15th calendar day before the 3rd Consideration Payment Date and ending on the 15th calendar day after the 3rd Consideration Payment Date (as the case may be). The Vendor is of the view that the existence of the Call Options would allow the Offeror (and the Purchasers) at their discretion whether to increase their shareholding in the Company at the same price as the Offer Price during the respective exercise periods. Since the Call Options are exercisable at the Offer Price, the Vendor does not derive any additional benefit or premium above the terms of the Offer. The Call Options mainly served as a deal sweetener which, in the opinion of the Vendor, would attract the interest of the Purchasers during the commercial discussion of the Transactions.

Furthermore, in the event that the Offeror exercises the Call Options in full, the Vendor would still hold approximately 7.98% of the issued share capital of the Company (assuming there is no change in the issued share capital of the Company between the date of this joint announcement and the exercise date(s) of the Call Options).

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POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER

The Offer

As at the date of this joint announcement, save for Mr. SB Tang who is interested in 4,984,000 Shares, representing approximately 0.55% of the issued share capital of the Company, the Offeror and parties acting in concert with him (save and except for the Vendor) do not have any interest in the Shares. The 4,984,000 Shares held by Mr. SB Tang were purchased on-market during the period from 8 May 2017 to 22 October 2019, at the share prices ranging from HK$0.6450 to HK$1.0300 per Share, including 1,480,000 Shares which were acquired during the six-month period prior to the date of this joint announcement at HK$0.6450 per Share for 304,000 Shares and HK$0.6763 per Share for 1,176,000 Shares. The purchase prices of all the Shares purchased by Mr. SB Tang prior to the date of this joint announcement are lower than the Offer Price.

Immediately following Completion, the Offeror and parties acting in concert with him (save and except for the Vendor) will be interested in a total of 474,480,000 Shares, representing approximately 52.55% of the issued share capital of the Company.

Pursuant to Rule 26.1 of the Takeovers Code, subject to Completion taking place, the Offeror will be required to make the Offer to acquire all the Offer Shares. As at the date of this joint announcement, the Company has 902,880,000 Shares in issue. The Company has no other outstanding convertible securities, warrants, options or derivatives in issue which may confer any rights to subscribe for, convert or exchange into Shares as at the date of this joint announcement.

Subject to Completion, Gear, on behalf of the Offeror and in compliance with the Takeovers Code, will make the Offer to acquire all the Offer Shares, on the terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code on the following basis:

The Offer Price

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$1.647 in cash

The Offer Price of HK$1.647 per Offer Share under the Offer is the same as the purchase price per Sale Share payable by the Purchasers under the SPA.

The Offer, if and when made, will be unconditional in all respects.

Comparisons of value

The Offer Price of HK$1.647 per Offer Share represents:

a premium of approximately 105.9% over the closing price of HK$0.80 per Share as quoted on the Stock Exchange on the Last Trading Day;
a premium of approximately 116.7% over the average closing price of approximately HK$0.76 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day;
a premium of approximately 87.2% over the average closing price of approximately HK$0.88 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Day;

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a premium of approximately 55.4% over the average closing price of approximately HK$1.06 per Share as quoted on the Stock Exchange for the last 30 consecutive trading days up to and including the Last Trading Day; and
a premium of approximately 638.6% over the unaudited consolidated net asset value attributable to the Shareholders as at 30 September 2019 per Share of approximately HK$0.223 (based on 902,880,000 Shares in issue as at the date of this joint announcement and the unaudited consolidated net asset value of the Company as at 30 September 2019 of approximately HK$201.2 million).

Highest and lowest Share prices

During the six-month period immediately prior to and including the Last Trading Day, the highest closing price of the Shares as quoted on the Stock Exchange was HK$1.40 per Share on 16 January 2020 and the lowest closing price of the Shares as quoted on the Stock Exchange was HK$0.59 per Share on each of 13 August 2019, 26 August 2019, 20 September 2019, 23 September 2019, 15 October 2019 and 16 October 2019.

Value of the Offer

As at the date of this joint announcement, there are 902,880,000 Shares in issue. Assuming that there is no change in the issued share capital of the Company and on the basis of the Offer Price of HK$1.647 per Share, the entire issued share capital of the Company is valued at HK$1,487,043,360. As the Offeror and parties acting in concert with him (save and except for the Vendor) will hold 474,480,000 Shares upon Completion, and the Vendor has provided an Irrevocable Undertaking that it will (i) not sell, transfer, charge, pledge or (save for the granting of the Call Options) grant any option over or otherwise dispose of or create any encumbrances in respect of any of the Retained Shares or any interest in any of the Retained Shares prior to the expiry of the Offer Period; and (ii) not tender the Retained Shares for acceptance under the Offer, 293,096,000 Shares will be subject to the Offer, and the aggregate cash consideration payable by the Offeror under the Offer will be HK$482,729,112.

Confirmation of financial resources

The Purchasers and the Offeror intend to finance the Sale Shares Purchase Price and the consideration payable under the Offer from (i) their own resources and banking facilities available to the Purchasers; and (ii) the principal loan amount under the Loan Agreement, respectively. Trinity, as the financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror to satisfy the amount of funds required for full acceptance of the Offer.

Dealing and interest in the Company's securities

Save for (i) Mr. SB Tang having acquired 1,480,000 Shares during the six-month period prior to the date of this joint announcement with the highest purchase price at HK$0.6763 per Share (as described in the sub-paragraph headed ''The Offer'' in this joint announcement); and (ii) the SPA and the transactions contemplated thereunder and the above, the Offeror, and parties acting in concert with him (including the Vendor) have not dealt in nor do they have any shareholding interest in or control any Shares, options, derivatives, warrants or other securities convertible into Shares during the six-month period prior to the date of this joint announcement.

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The Offeror confirms that, save as contemplated under the SPA, as at the date of this joint announcement:

save for the 4,984,000 shares which the Offeror and parties acting in concert with him (save and except for the Vendor) were interested in, none of the Offeror and/or parties acting in concert with him (save and except for the Vendor) owns or has control or direction over any voting rights or rights over the Shares or convertible securities, warrants, options or derivatives of the Company;
the Offeror and/or parties acting in concert with him has not received any irrevocable commitment to accept the Offer;
save for the Call Options, there is no outstanding derivative in respect of the securities in the Company which has been entered into by the Offeror and/or any person acting in concert with him;
save for the Irrevocable Undertaking and the Call Options, 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 Offeror or the Shares and which might be material to the Offer;
there is no agreement or arrangement to which the Offeror and/or parties acting in concert with him is a party which relates to circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offer;
there is no relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company which the Offeror and/or parties acting in concert with him has borrowed or lent;
save for the Sale Shares Purchase Price, there is no other consideration, compensation or benefit in whatever form paid or to be paid by the Offeror or any parties acting in concert with him to the Vendor or any party acting in concert with it in connection with the sale and purchase of the Sale Shares;
save for the Irrevocable Undertaking and the Call Options, there is no understanding, agreement, arrangement or special deal between the Offeror or any party acting in concert with him on the one hand, and the Vendor and any party acting in concert with it on the other hand; and
save for the Irrevocable Undertaking and the Call Options, there is no understanding, arrangement or agreement or special deal between any Shareholder and the Offeror and any party acting in concert with him.

The Board confirms that, as at the date of this joint announcement, there is no understanding, arrangement or agreement or special deal between any Shareholder and the Company, its subsidiaries or associated companies.

- 13 -

Effect of accepting the Offer

By validly accepting the Offer, Shareholders will sell their tendered Shares to the Offeror free from all encumbrances and together with all rights attaching to them, including but not limited to the right to receive in full all dividends and other distributions, if any, declared, made or paid on or after the date on which the Offer is made, being the date of despatch of the Composite Document.

Acceptance of the Offer will be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code.

Payment

Payment in cash in respect of acceptances of the Offer will be made as soon as possible but in any event, within seven (7) Business Days of the date on which the duly completed acceptances of the Offer and the relevant documents of title in respect of such acceptances are received by the Offeror (or its agent) to render each such acceptance complete and valid to the Takeovers Code.

Hong Kong stamp duty

Seller's Hong Kong ad valorem stamp duty arising in connection with acceptances of the Offer will be payable by the relevant Offer Shareholders at a rate of 0.1% of (i) the market value of the Offer Shares; or (ii) the consideration payable by the Offeror in respect of the relevant acceptances of the Offer, whichever is higher, and the amount of such duty will be deducted from the cash amount payable by the Offeror to the relevant Offer Shareholders accepting the Offer. The Offeror will arrange for payment of the seller's Hong Kong ad valorem stamp duty on behalf of the relevant Offer Shareholders accepting the Offer and will pay the buyer's Hong Kong ad valorem stamp duty in connection with the acceptance of the Offer and the transfer of the Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong).

Overseas Shareholders

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

LOAN AGREEMENT

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The Offeror shall apply the unutilised portion of the Loan, representing the principal amount of HK$500 million less the total amount of the purchase price of the Offer Shares paid out or to be paid out by Gear to holders of the Offer Shares, in full for prepayment of the Loan seven (7) business days after the closing date of the Offer.

If the Offer for whatever reason terminates, lapses or is withdrawn, (i) (to the extent that the Vendor has not remitted the Loan to the designated account of the Offeror held with Gear) any commitment of the Vendor to make the Loan will be immediately cancelled; and (ii) the Offeror shall prepay the Loan in full seven (7) business days after the termination, lapse or withdrawal of the Offer, and apply the amount standing to the credit of the aforesaid designated account in full for such prepayment.

Mr. SB Tang has provided Personal Guarantee in favour of the Vendor to guarantee the punctual performance by the Offeror of all his obligations under the Loan Agreement.

The Loan Agreement is an integral part of the Offer and is part and parcel of the commercial discussions between the Vendor and the Offeror. The Vendor is willing to agree to the terms of the Loan Agreement as the Vendor and the Offeror have already built up trust through their existing business cooperation relationships under ''Patina Wellness''.

The Vendor is satisfied that the Offeror will be able to honour the relevant repayment obligations under the Loan Agreement primarily based on, among other things, the following: (i) in consideration of the Vendor agreeing to make available to the Offeror the Loan, Mr. SB Tang (being the father of the Offeror and the other Purchaser) agrees to enter into a personal guarantee for all the liabilities and obligations of the Offeror under the Loan Agreement in favour of the Vendor; (ii) the Vendor also took comfort in knowing that (a) Mr. SB Tang's reputation as one of Hong Kong's preeminent professional property investors; and (b) the property portfolio of Mr. SB Tang and Mr. SB Tang's interests in companies which are beneficially owned by him (including one of the properties which is leased to the Group).

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SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the shareholding structure of the Company (i) as at the date of this joint announcement; and (ii) upon Completion but before the Offer is made:

					Immediately upon
	As at the date of this	Completion but before the
Shareholders	joint announcement	Offer is made
	Number of			Number of
	Shares	%	Shares	%
The Offeror (and his concert parties
- the Offeror	0		0	272,496,000			30.18
- Mr. SB Tang	4,984,000		0.55		201,984,000			22.37
- the Vendor	604,800,000		66.99		135,304,000			14.99
Sub-total	609,784,000		67.54		609,784,000			67.54
Yada HK (Note 1)	85,536,000		9.47		85,536,000			9.47
Mr. Yim Ting Kwok (Note 2)	4,568,000		0.51		4,568,000			0.51
Mr. Yim Billy Pui Kei (Note 2)	320,000		0.03		320,000			0.03
Mr. Chan Yip Keung (Note 2)	1,888,000		0.21		1,888,000			0.21
Public Shareholders	200,784,000		22.24		200,784,000			22.24
Total	902,880,000		100%	902,880,000		100%

Note 1: Yada HK is a connected person of the Company at subsidiary level. To the best of the knowledge, information and belief of the Directors, 100% of the total number of issued shares of Yada HK was held by Yada International Holdings Limited as at the date of this joint announcement.

Note 2: Mr. Yim Ting Kwok, Mr. Yim Billy Pui Kei and Mr. Chan Yip Keung are the Directors.

Note 3: As at the date of this joint announcement, the public float of the Company is approximately 22.79%, which is below 25%, being the minimum prescribed percentage applicable to the Company. Please refer to the section headed ''Status of the public float and maintaining the listing status of the Company'' of this joint announcement and the announcements of the Company dated 26 June 2019, 24 September 2019, 31 October 2019 and 28 November 2019 for details.

As disclosed in the table above, the Vendor will own the Retained Shares upon Completion, representing approximately 14.99% of the issued share capital of the Company as at the date of this joint announcement. The Vendor decided to retain an interest in the Company based on the following considerations: (i) the Vendor treasures the memory of running and managing the business of the Group over the past years and would like to remain as the founding shareholder of the Company; (ii) the Vendor believes that the Offeror's vast experience in the Hong Kong property market and his ability to secure suitable sites will enhance the Group's future business expansion; and (iii) the Offeror values the long-term expertise and elderly care industry experience of the Vendor that comprises of the founding shareholder and the management team, which will be valuable to the future business growth of the Group.

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Save for the Call Options as disclosed in this joint announcement where the Vendor will enter into a call option deed with the Offeror, there is no other agreement/arrangement between the Vendor and the Offeror and its concert parties over the remaining Shares of the Vendor in the Company.

INFORMATION ON THE PARTIES

The Group

The Company is incorporated in the Cayman Islands with limited liability and its Shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the provision of elderly home care services in Hong Kong. The Company runs its business via two segments: (i) rendering of elderly home care services; and (ii) sale of elderly home related goods and provision of health care services.

The following table is a summary of certain consolidated financial information of the Group for the two financial years ended 31 March 2018 and 31 March 2019 as disclosed in the published annual report of the Company and for the six-months ended 30 September 2019 as disclosed in the published interim report respectively:

			Six months
	Year ended	Year ended	ended
	31 March	31 March	30 September
	2018	2019	2019
	(audited)	(audited)	(unaudited)
	(HK$'000)	(HK$'000)	(HK$'000)
Revenue	170,688	186,782	106,629
Profit before taxation	18,915	15,150	10,527
Profit attributable to the Shareholders	16,418	13,435	8,966

The unaudited net asset value attributable to the Shareholders as at 30 September 2019 was approximately HK$201.2 million. Further financial information of the Group will be set out in the Composite Document to be despatched to the Offer Shareholders.

The Offeror

Mr. Tang Yiu Sing, Chairman of Stan Group, has over 15 years of solid experience in property investment, asset management and business operations. He founded Stan Group in 2013, and under his leadership, Stan Group has grown into a conglomerate that has expanded from a property investment business into a diversified group. Stan Group manages the real estate portfolio in strategic partnership with Mr. SB Tang's family and is committed to expanding business operations such as hotel operations, F&B businesses and other usages into properties to bring substantial enhancement to asset valuation. For instance, Mr. Tang Yiu Sing turned a few industrial building revitalisation projects into hotels.

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In 2018, Utopia (the sole ultimate shareholder of which is Mr. Tang Yiu Sing) and Pine Care Elegance entered into a joint venture for the establishment of Patina Wellness. Patina Wellness maintains a serviced apartment business concept incorporated with elderly care service and operates the Hong Kong's first integrated senior elderly wellness hub residence run by the private sector.

The other Purchaser

Mr. SB Tang, Chairman of Gorth Management Group, has over 40 years of experience in property investment and development in Hong Kong. He founded Gorth Management Group in the 1970s, with major businesses including real estate investment, alteration and development. After 2000, Mr. SB Tang actively engaged in mergers and acquisitions of industrial properties and became one of the major supporters of the revitalisation scheme for industrial buildings, launched by HKSAR Government, to release the potential of idle industrial buildings and enhance asset value. Seizing business opportunities brought by the ageing population, Mr. SB Tang partnered with an elderly home operator, namely, the Group, by leasing property to Patina Wellness, thereby venturing into the silver hair market by alteration of the relevant property leased by Patina Wellness.

FUTURE INTENTIONS OF THE OFFEROR REGARDING THE GROUP

Following the close of the Offer, the Offeror intends to continue the existing principal businesses of the Group, namely elderly care and related business in Hong Kong and the PRC. The Offeror will discuss and explore with the Board, from time to time, any new business opportunities, including and not limited to the elderly care business sector, and any fund raising activities (including the possible placement of new Shares in order to maintain public float of the Company after completion of the Offer), with a view to enhance the business potential of the Group. In addition, the Offeror has no intention to discontinue the employment of any employees of the Group (save for the change of Board composition as disclosed in the section headed ''Proposed change of Board composition'' below) or to redeploy the fixed assets of the Group other than those in its ordinary and usual course of business or if and when opportunities arise. Save as disclosed above, the Offeror and parties acting in concert with him (including Mr. SB Tang) has no current intention to inject any assets, businesses or new businesses into the Group nor to dispose of any assets or businesses of the Group. In any event, the Offeror will comply with the applicable Listing Rules, as appropriate, relating to any business opportunities or growth potentials for the Group in the future.

Proposed change of Board composition

The Board currently comprises four executive Directors, namely Mr. Yim Ting Kwok (chairman of the Board), Mr. Yim Billy Pui Kei (chief executive officer), Mr. Chan Yip Keung and Mr. Yim Edwin Pui Hin; two non-executive Directors, namely Mr. Ng Kwok Fu Alex and Mr. Lam Yat Hon; and three independent non-executive Directors, namely Dr. Wong Ping San John, Mr. Liu Kwong Sang and Dr. Liu Yuk Shing.

No Directors will resign before the close of the Offer. The Offeror intends to nominate the following proposed Directors to the Board for appointment with effect from a date which is no earlier than such date as permitted under Rule 26.4 of the Takeovers Code. After the close of the Offer, save for Mr. Yim Billy Pui Kei and Mr. Chan Yip Keung who will

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remain as executive Directors, and Dr. Wong Ping San John, Mr. Liu Kwong Sang and Dr. Liu Yuk Shing who will remain as independent non-executive Directors, the other existing Directors of the Company will resign from the Board with effect from a date which is no earlier than such date as permitted under Rule 7 of the Takeovers Code. Such appointments and resignations will be made as and when appropriate in accordance with the Takeovers Code and the Listing Rules.

Notwithstanding the possible changes to the board composition of the Company, there will be no changes to the independent non-executive Directors of the Company before the close of the Offer. In any event, the Offeror and the Company will take all steps necessary to ensure that the number of independent non-executive Directors of the Company does not fall below one-third of the total number of Company Directors for a period longer than three months from the date that the Composite Document is posted, such that the Company shall continue to be compliant with Rule 3.11 of the Listing Rules.

The biographical information of the proposed Directors nominated by the Offeror is set out below:

Proposed executive Directors

Mr. Tang Yiu Sing (鄧耀昇)

Mr. Tang Yiu Sing, aged 34, has over 15 years of solid experience in property investment, asset management and business operations. He is the founder and Chairman of Stan Group (Holdings) Limited (''Stan Group''), a company engaged in various businesses with more than 40 respected brands across five business pillars: property, hospitality, communication services, financial services and the ''STILE'' (Social, Technology, Innovation, Leadership and Entrepreneurship) innovative businesses with social purposes, for which he is responsible for the corporate strategic planning and overall business development. He is the Chief Executive Officer of Tang's Living Group, a member of Stan Group. He is also an Executive Director and the Chief Executive Officer of ETS Group Limited (stock code: 8031).

As well as his business activities, Mr. Tang Yiu Sing actively participates in serving communities and philanthropy work, especially in the areas of Mainland-Hong Kong collaboration, public services and community contribution. He has been appointed to serve on various government advisory and statutory bodies in Hong Kong, Mainland China and internationally. He is currently a director of the China Overseas Friendship Association, a standing committee member of The Chinese People's Political Consultative Conference - Dongguan, chief advisor to the Honorary Consul for Fiji in Hong Kong, an award council member for the Hong Kong Award for Young People, a co-opted member of Task Force of The Social Innovation and Entrepreneurship Development Fund, an executive member of Y.Elite Association and Chairperson of committee on Industries & Commerce of Y.Elite Association and a director of the board of The Community Chest of Hong Kong. In 2019, he also founded the Dongguan-Hong Kong Bay Area Association, serving as the president, in order to bring new vitality into the economic development of the area.

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Mr. Tang Yiu Sing graduated from University of Western Ontario with an Executive Masters in Business Administration degree and The Hong Kong Polytechnic University with an Executive Masters in Innovation Leadership degree. He also received an Honorary Fellowship from The Professional Validation Centre of Hong Kong Business Sector in 2019. Mr. Tang is the brother of Dr. Tang Yiu Pong.

Save as disclosed above, Mr. Tang Yiu Sing (i) has not served in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not hold any other positions in the Company or any of its subsidiaries; and (iii) does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. As at the date of this joint announcement, Mr. Tang Yiu Sing does not hold any Share interests within the meaning of Part XV of the SFO.

Mr. Yeung Ka Wing (楊家榮)

Mr. Yeung Ka Wing (''Mr. Yeung''), aged 47, has over 20 years of experience in accounting, auditing, and corporate restructuring. He is the Chief Financial Officer of Stan Group and the Executive Director of ETS Group Limited (stock code: 8031). Prior to joining Stan Group, Mr. Yeung was the managing director of FTI Consulting, a consulting company specialised in, among other things, corporate restructuring, receivership and forensic accounting. Mr. Yeung was an Executive Director of Kirin Group Holdings Limited, formerly known as Creative Energy Solutions Holdings Limited (stock code: 8109), a company listed on GEM of the Stock Exchange, for the period from 30 January 2010 to 29 July 2010. Mr. Yeung was graduated from Simon Fraser University with a bachelor's degree in Business Administration majoring in Accounting in 1994 and obtained a master's degree in Business Administration from the University of Western Ontario in 2014. He is a member of the American Institute of Certified Public Accountants and a Chartered Global Management Accountant.

Save as disclosed above, Mr. Yeung (i) has not served in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not hold any other positions in the Company or any of its subsidiaries; and (iii) does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. As at the date of this joint announcement, Mr. Yeung does not hold any Share interests within the meaning of Part XV of the SFO.

Mr. Cheng Wai Ching (鄭維政)

Mr. Cheng Wai Ching (''Mr. Cheng''), aged 56, has over 30 years of experience in hospitality management and hotel operations. He is the Managing Director of Tang's Living Group, a member of Stan Group.

Prior to joining Tang's Living Group, Mr. Cheng was the General Manager of Dorsett Tsuen Wan Hotel and Silka Far East Hotel since 2013, and Mr. Cheng joined the Dorsett Group as the General Manager of Silka Far East Hotel in 2007. Mr. Cheng previously worked for the Majestic Hotel in 2000 as Front Office Manager and was promoted to Director of Sales in 2005. Mr. Cheng is a member of the Executive Committee of The Federation of Hong Kong Hotel Owners.

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Save as disclosed above, Mr. Cheng (i) has not served in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not hold any other positions in the Company or any of its subsidiaries; and

does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. As at the date of this joint announcement, Mr. Cheng does not hold any Share interests within the meaning of Part XV of the SFO.

Proposed non-executive Directors

Dr. Tang Yiu Pong (鄧耀邦)

Dr. Tang Yiu Pong (''Dr. Tang''), aged 37, is the founder and Managing Director of J. Champion Holdings Ltd, a company engaged in retail, food and beverage purchasing, aesthetic medicine and direct marketing businesses. Dr. Tang has over 15 years of experience in retail and Chinese medicine practice. Dr. Tang graduated from Guangzhou University of Chinese Medicine. He holds a Bachelor's Degree of Chinese Medicine, a Master Degree of Acupuncture and Massage, a Research Student Degree in Acupuncture and Massage (Master) and a PH. Degree of Acupuncture and Massage. He is also a qualified Clinical Hypnotherapist certified by the American Council of Hypnotist Examiners. Dr. Tang is the brother of Mr. Tang Yiu Sing.

Save as disclosed above, Dr. Tang (i) has not served in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not hold any other positions in the Company or any of its subsidiaries; and

does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. As at the date of this joint announcement, Dr. Tang does not hold any Share interests within the meaning of Part XV of the SFO.

Mr. Gilbert Wong Kin Chun (黃健俊)

Mr. Wong Kin Chun Gilbert (''Mr. Wong''), aged 58, has over 30 years of extensive experience in the financial sectors mainly in the fields of securities, asset management and wealth management. He is the Executive Director of Gear Financial Group. Prior to joining Gear Financial Group, Mr. Wong held senior management positions of several financial groups listed in Hong Kong, including Huarong International Securities Limited and CASH Financial Service Group. He held a Master Degree of Business Administration.

Save as disclosed above, Mr. Wong (i) has not served in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not hold any other positions in the Company or any of its subsidiaries; and

does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. As at the date of this joint announcement, Mr. Wong does not hold any Share interests within the meaning of Part XV of the SFO.

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Proposed independent non-executive Director

Mr. Yuen Tak Tim Anthony (阮德添) MH, JP

Mr. Yuen Tak Tim Anthony (''Mr. Yuen''), aged 66, is a marketing professional in the financial and insurance fields in which he held senior executive positions in a number of major international and local companies, in both private and public sectors, and is currently Chairman and Founder of Yue Tung Financial (Holdings) Limited. He is a Member of the CUHK, Convocation, and was a former Member of the Trustees of New Asia College and Vice-President of the Federation of Alumni Association of CUHK. Mr. Yuen was an Independent Non-Executive Director of Target Insurance (Holdings) Limited (stock code: 6161), a company listed on the Main Board of the Stock Exchange, for the period from 14 April 2015 to 7 January 2020.

Save as disclosed above, Mr. Yuen (i) has not served in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not hold any other positions in the Company or any of its subsidiaries; and

does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. As at the date of this joint announcement, Mr. Yuen does not hold any Share interests within the meaning of Part XV of the SFO.

Further announcement(s) will be made upon any changes to the composition to the Board in accordance with the requirements of the Listing Rules and the Takeovers Code as and when appropriate.

Status of the public float and maintaining the listing status of the Company

Reference is made to the announcements of the Company dated 26 June 2019, 24 September 2019, 31 October 2019 and 28 November 2019. As disclosed in the announcement of the Company dated 26 June 2019, it was announced by the Company on 18 September 2017 that Pine Care Elderly Home, an indirect wholly-owned subsidiary of the Company, and Yada HK established Pine Care Yada. Pine Care Yada is held as to 51% by Pine Care Elderly Home and 49% by Yada HK and Pine Care Yada is therefore a subsidiary of the Company. Yada HK became a substantial shareholder (as defined in the Listing Rules) of a subsidiary of the Company. As Yada HK became a substantial shareholder of a subsidiary of the Company, under the Listing Rules, it became a core connected person of the Company which held 85,536,000 Shares, representing approximately 9.47% of the entire issued share capital of the Company, and such Shares would not be counted towards the public float of the Company.

As at the date of this joint announcement, Mr. SB Tang is not a core connected person and the 4,984,000 Shares held by Mr. SB Tang is counted towards the public float of the Company. As at the date of this joint announcement, Pine Active Care and the other core connected persons of the Company (namely, Yada HK, Mr. Yim Ting Kwok, Mr. Yim Billy Pui Kei and Mr. Chan Yip Keung) held, in aggregate, 697,112,000 Shares, representing approximately 77.21% of the issued share capital of the Company. The public float of the Company is therefore approximately 22.79%, which has fallen below 25% of the entire

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issued share capital of the Company as at the date of this joint announcement. The Company will consider and take appropriate steps to ensure the restoration of the public float as soon as possible.

Immediately upon Completion but before the Offer is made, the Offeror, Mr. SB Tang and the Vendor will be core connected persons of the Company and the Shares held by them will not be counted towards the public float of the Company. The Offeror, Mr. SB Tang and the Vendor, together with the other core connected persons of the Company (namely, Yada HK, Mr. Yim Ting Kwok, Mr. Yim Billy Pui Kei and Mr. Chan Yip Keung) will hold, in aggregate 702,096,000 Shares, representing approximately 77.76% of the issued share capital of the Company. The public float of the Company therefore will be approximately 22.24% immediately upon Completion but before the Offer is made, which remain below 25% of the entire issued share capital of the Company. Please refer to the section headed ''Shareholding Structure of the Company'' in this joint announcement for details.

The Offeror intends to maintain the listing status of the Shares on the Main Board of the Stock Exchange after the close of the Offer and will undertake to the Stock Exchange to take appropriate steps as soon as possible following the close of the Offer to ensure that a sufficient public float exists for the Shares, which may include but not limited to a combination of possible placement of new Shares and existing Shares. No arrangements have been confirmed or put in place as at the date of this joint announcement. Further announcement(s) will be made in accordance with the requirements of the Listing Rules and the Takeovers Code as and when appropriate.

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, it will consider exercising its discretion to suspend dealings in the Shares until the prescribed level of public float is restored.

GENERAL

Independent Board Committee and Independent Financial Adviser

As at the date of this joint announcement, Mr. Lam Yat Hon, a non-executive Director, is also a director and shareholder holding 4.62% of the total issued shares of Silverage Pine Care. Silverage Pine Care in turn held 90% of the total issued shares of the Vendor. To avoid any possible direct or indirect interest in the Offer, Mr. Lam Yat Hon has excused himself from being a member of the Independent Board Committee.

As at the date of this joint announcement, Mr. Ng Kwok Fu Alex, a non-executive Director, is also a director of each of Silverage Pine Care and Silverage Pillar. Further, (i) Silverage Pine Care (which held 90% of the total issued shares of the Vendor) is owned as to approximately 43.00% by Mr. Yim Ting Kwok, approximately 6.59% by Ms. Cho Wing Yin, approximately 9.89% by Mr. Ng Kwok Fu Alex, approximately 0.73% by Ms. Suen Mi Lai

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Betty, approximately 6.37% by Mr. Yim Billy Pui Kei, approximately 0.18% by Mr. Yim Edwin Pui Hin and approximately 7.49% by Ms. Chu Lai King, amounting to an aggregate of approximately 74.25%; and (ii) Silverage Pillar (which held 10% of the total issued shares of the Vendor) is owned as to approximately 74.87% by Mr. Yim Ting Kwok and approximately 18.72% by Mr. Ng Kwok Fu Alex, amounting to an aggregate of approximately 93.59%. To avoid any possible direct or indirect interest in the Offer, Mr. Ng Kwok Fu Alex has excused himself from being a member of the Independent Board Committee.

As such, the Independent Board Committee comprising all independent non-executive Directors only, namely Dr. Wong Ping San, Mr. Liu Kwong Sang and Dr. Liu Yuk Shing, who have no direct or indirect interest in the Offer, has been established by the Company pursuant to Rule 2.1 of the Takeovers Code to advise the Offer Shareholders in respect of the Offer, as to whether the terms of the Offer are fair and reasonable and as to the acceptance of the Offer.

Grand Moore Capital Limited, has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in respect of the Offer and, in particular, as to whether the Offer is fair and reasonable and as to the acceptance of the Offer pursuant to Rule 2.1 of the Takeovers Code. The appointment of Grand Moore Capital Limited has been approved by the Independent Board Committee.

Despatch of the Composite Document

Subject to Completion, the Offeror and the Company intend that the Composite Document in connection with the Offer setting out, inter alia, details of the Offer (including the expected timetable and terms of the Offer and accompanied by the acceptance and transfer form), procedures for acceptance of the Offer, a letter from the Independent Board Committee and a letter from the Independent Financial Adviser in relation to the Offer will be issued and despatched by the Offeror and the Company jointly to the Shareholders in accordance with the Takeovers Code in due course.

Disclosure of dealings

In accordance with Rule 3.8 of the Takeovers Code, the associates of the Company and the Offeror (including but not limited to a person who owns or controls 5% or more of any class of relevant securities (as defined in paragraphs (a) to (d) in Note 4 to Rule 22 of the Takeovers Code) of the Company or the Offeror) are hereby reminded to disclose their dealings in any securities of the Company pursuant to the requirements of the Takeovers Code.

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The full text of Note 11 of Rule 22 of the Takeovers Code is reproduced below pursuant to Rule 3.8 of the Takeovers Code:

''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 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. 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.

Intermediaries 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.''

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DEFINITIONS

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

''acting in concert''	has the meaning ascribed to it under the Takeovers Code
''associate(s)''	has the meaning ascribed to it under the Takeovers Code
	unless the context otherwise requires
''Board''	the board of Directors
''Business Day(s)''	a day on which the Stock Exchange is open for the
	transaction of business
''BVI''	the British Virgin Islands
''Call Options''	the call options to be granted by the Vendor to the Offeror
	under a call option deed to be executed between the Vendor
	and the Offeror on the Completion Date, giving the Offeror
	(or the Nominees) the right to require the Vendor to transfer
	at a price per Share equal to the Offer Price (i) up to
	31,608,000 Shares during the period commencing from the
	15th calendar day before the 2nd Consideration Payment
	Date and ending on the 15th calendar day after the 2nd
	Consideration Payment Date; and (ii) up to 31,608,000
	Shares during the period commencing from the 15th calendar
	day before the 3rd Consideration Payment Date and ending
	on the 15th calendar day after the 3rd Consideration Payment
	Date
''CCASS''	Central Clearing and Settlement System
''Century Fortress''	Century Fortress Limited, a company incorporated in the
	BVI, the entire issued share capital of which is legally and
	beneficially owned by Mr. SB Tang
''Company''	Pine Care Group Limited (松齡護老集團), a company
	incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the Main Board of the
	Stock Exchange
''Completion''	completion of the sale and purchase of the Sale Shares in
	accordance with the terms and conditions of the SPA
''Completion Date''	the date of Completion
''Composite Document''	the composite offer and response document to be jointly
	issued by the Offeror and the Company to the Shareholders
	in connection with the Offer in compliance with the
	Takeovers Code

- 26 -

''Conditions''	the conditions precedent to Completion, as set out in the
	section headed ''Conditions'' in this joint announcement
''connected person(s)''	has the meaning ascribed to it under the Listing Rules
''core connected person(s)''	has the meaning ascribed to it under the Listing Rules
''Director(s)''	the director(s) of the Company
''EBPS''	the Enhanced Bought Place Scheme
''Encumbrance(s)''	(i) any mortgage, charge, pledge, lien, hypothecation,
	encumbrances or other security arrangement of any kind;
	(ii) any option, equity, claim, adverse interest or other third
	party right of any kind; (iii) any arrangement by which any
	right is subordinated to any right of such third party; or (iv)
	any contractual right of set-off, including any agreement or
	commitment to create or procure to create, or to permit or
	suffer to be created or subsisted any of the above
''Everhost''	Everhost Limited, a company incorporated in Hong Kong,
	which is indirectly held as to 100% by Mr. SB Tang
''Executive''	the Executive Director of the Corporate Finance Division of
	the SFC or any delegate of the Executive Director
''Gear''	Gear Securities Investment Limited, (i) a corporation
	licensed to carry on Type 1 (dealing in securities) and Type
	4 (advising on securities) regulated activities under the SFO;
	and (ii) a wholly owned subsidiary of ETS Group Limited
	(stock code: 8031), a company incorporated in the Cayman
	Islands with limited liability, the shares of which are listed
	on GEM of the Stock Exchange, for which the Offeror is a
	director and Mr. SB Tang is a director and a substantial
	shareholder
''Gorth Management Group''	Gorth Management Ltd. and its subsidiaries, being a group
	of companies engaging in property investment, development
	and redevelopment in Hong Kong, which is ultimately and
	beneficially owned and controlled by Mr. SB Tang
''Great Canton''	Great Canton Investments Limited, a company incorporated
	in the BVI, the entire issued share capital of which is
	legally and beneficially owned by Mr. SB Tang
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollar, the lawful currency of Hong Kong

- 27 -

''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China
''Independent Board	the independent committee of the Board, comprising Dr.
Committee''	Wong Ping San John, Mr. Liu Kwong Sang and Dr. Liu Yuk
	Shing formed for the purpose of advising the Offer
	Shareholders in respect of the Offer
''Independent Financial	Grand Moore Capital Limited, a licensed corporation to
Adviser''	carry out Type 1 (dealing in securities) and Type 6
	(advising on corporate finance) regulated activities under
	the SFO, being the independent financial adviser to advise
	the Independent Board Committee in respect of the terms of
	the Offer and in particular as to whether the Offer is, or is
	not, fair and reasonable and as to the acceptance of the
	Offer
''Irrevocable Undertaking''	the irrevocable undertaking given by the Vendor on 5
	February 2020 that it will (i) not sell, transfer, charge,
	pledge or (save for the granting of the Call Options) grant
	any option over or otherwise dispose of or create any
	encumbrances in respect of any of the Retained Shares or
	any interest in any of the Retained Shares prior to the expiry
	of the Offer Period; and (ii) not tender the Retained Shares
	for acceptance under the Offer
''Last Trading Day''	5 February 2020, the last trading day for the Shares prior to
	the publication of this joint announcement
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Loan''	the loan in the principal amount of up to HK$500 million to
	be granted by the Vendor (as lender) and the Offeror (as
	borrower) pursuant to the Loan Agreement
''Loan Agreement''	a loan agreement dated 5 February 2020 entered into by the
	Vendor (as lender) and the Offeror (as borrower) in respect
	of a loan in the amount of HK$500 million
''Long Stop Date''	28 February 2020 (or such later date as may be agreed
	between the Vendor and the Purchasers in writing)
''Main Board''	the main board maintained and operated by the Stock
	Exchange
''Mr. SB Tang''	Mr. Tang Shing-bor, who held 4,984,000 Shares as at the
	date of this joint announcement and the father of the Offeror

- 28 -

''Nominees''

''Offer''

''Offer Period'' ''Offer Price'' ''Offer Share(s)''

''Offer Shareholder(s)'' ''Offeror''

''Overseas Shareholders''

''Patina Wellness''

''Personal Guarantee''

''Pine Care Elderly Home''

''Pine Care Yada''

''Pine Care Elegance''

''Purchasers''

Smartbase, Starcorp, Mr. SB Tang, Century Fortress and Great Canton

the mandatory unconditional cash offer to be made by Gear on behalf of the Offeror in accordance with the Takeovers Code for the Offer Shares subject to Completion having taken place

has the meaning given to it in the Takeovers Code

HK$1.647 per Offer Share in respect of the Offer

all the Share(s) in issue, other than those already owned and/or agreed to be acquired by the Offeror and parties acting in concert with him

the holder(s) of the Offer Share(s)

Mr. Tang Yiu Sing, who is the son of Mr. SB Tang

the Shareholder(s) whose addresses, as shown on the register of members of the Company, are outside Hong Kong

Patina Wellness Limited, a company incorporated in Hong Kong, which is held as to 51% by Pine Care Elegance and 49% by Utopia as at the date of this joint announcement

the personal guarantee provided by Mr. SB Tang in favour of the Vendor to guarantee the punctual performance by the Offeror of all his obligations under the Loan Agreement, subject to the terms of the deed of guarantee dated 5 February 2020 executed by Mr. SB Tang and the Vendor

Pine Care Elderly Home Development Limited, a company incorporated in Hong Kong which held 51% of the total number of issued shares of Pine Care Yada as at the date of this joint announcement

Pine Care Yada Elderly Services Limited, a company incorporated in Hong Kong, which is held as to 51% by Pine Care Elderly Home and 49% by Yada HK as at the date of this joint announcement

Pine Care Elegance Limited, a company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company

the Offeror and Mr. SB Tang, and ''Purchaser'' means any one of them

- 29 -

''Rule 3.7 Announcement''	the announcement dated 20 December 2019 made by the
	Company pursuant to Rule 3.7 of the Takeovers Code
''RCHE''	residential care home for the elderly
''Retained Shares''	135,304,000 Shares (representing approximately 14.99% of
	the issued share capital of the Company as at the date of
	this joint announcement) which will be owned by the
	Vendor upon Completion, which have not been accounted
	for under the SPA
''Sale Share(s)''	469,496,000 Shares, representing approximately 52.00% of
	the total issued share capital of the Company as at the date
	of this joint announcement, to be sold by the Vendor to the
	Purchasers subject to and conditional upon the terms of the
	SPA, and each a ''Sale Share''

''Sale Shares Purchase Price'' the total consideration in the sum of HK$773,259,912 for

	the Sale Shares under the SPA
''SFC''	the Securities and Futures Commission of Hong Kong
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
''Share(s)''	the ordinary share(s) of HK$0.01 each in the issued share
	capital of the Company
''Shareholder(s)''	the registered holder(s) of the Shares
''Silverage Pillar''	Silverage Pillar Limited, being (i) a company incorporated
	in BVI and owned as to (a) approximately 74.87% and
	approximately 18.72% by Yim Ting Kwok and Ng Kwok Fu
	Alex, respectively; (b) approximately 0.59% by each of Lai
	Nga Ki, Lam Ching, Lam Pui Shan; and (c) approximately
	0.36% by each of Chan Ping, Cheung Wai Hing, Fung Mei
	Yi, Lee Siu Mei, Lin Oi Shan, Mak Chun Ho Tony, Mok
	Chun Lin, Ng Long, Shum Mei Kit, Tai Lam Lun, Tsang
	Lai Ting Yoki, Yau Ha Linda and Zhou Lin Lin; and (ii) a
	company holding 10% of the issued share capital of the
	Vendor, as at the date of this joint announcement

- 30 -

''Silverage Pine Care''	Silverage Pine Care Limited, being (i) a company
	incorporated in BVI and owned as to approximately 43.00%
	by Yim Ting Kwok, approximately 6.59% by Cho Wing Yin
	(spouse of Yim Ting Kwok), approximately 9.89% by Ng
	Kwok Fu Alex, approximately 0.73% by Suen Mi Lai Betty
	(spouse of Ng Kwok Fu Alex), approximately 6.37% by
	Yim Billy Pui Kei, approximately 0.18% by Yim Edwin Pui
	Hin, approximately 7.49% by Chu Lai King (senior
	management of the Company), approximately 4.62% by
	Lam Yat Hon, approximately 3.10% by Shek Kam Ming,
	approximately 1.14% by Ho Chi Tim, approximately 1.02%
	by Ma Wing Wah, approximately 2.74% by Yim Michael
	Pui Hei, approximately 2.77% by Choi Pui Wan Connie,
	approximately 2.58% by Luk Lai Kwan, approximately
	1.70% by Yam Hau Kam (senior management of the
	Company), approximately 1.36% by Ng Chun Kwok,
	approximately 1.33% by Pun Shuk Kan Pisa (senior
	management of the Company), approximately 0.96% by Chi
	Kin Ping, approximately 0.34% by Ma Chan Chui Kin
	Claudia, approximately 0.30% by Luk Lai Foon,
	approximately 0.29% by Chu Lai Bing, approximately
	0.28% by Yam Kin Kai Federick, approximately 0.27% by
	Cheung Johnny Tin Yau, approximately 0.22% by Lee Suk
	Han, approximately 0.20% by Woo Shuk Ping,
	approximately 0.18% by Lam Siu Fong, approximately
	0.15% by Cheung Po Yee, approximately 0.07% by Yim
	Ting Chung, approximately 0.05% by Lam Raymond Wai
	Hin and approximately 0.06% by Cho Wing Yee; and (ii) a
	company holding 90% of the issued share capital of the
	Vendor, as at the date of this joint announcement
''Smartbase''	Smartbase Investments Limited, a company incorporated in
	the BVI, the entire issued share capital of which is legally
	and beneficially owned by the Offeror
''SPA''	the conditional agreement dated 5 February 2020 entered
	into between the Vendor and the Purchasers in respect of
	the Transactions
''Stan Group''	Stan Group (Holdings) Limited and its subsidiaries
''Starcorp''	Starcorp Limited, a company incorporated in the BVI, the
	entire issued share capital of which is legally and
	beneficially owned by the Offeror
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers

- 31 -

''trading day(s)''	the days on which the Stock Exchange is open for the
	business of dealing in securities
''Transactions''	the transactions contemplated under the SPA
''Trinity''	Trinity Corporate Finance Limited, a corporation licensed to
	carry on Type 6 (advising on corporate finance) regulated
	activities under the SFO, being the financial adviser to the
	Offeror
''Utopia''	Utopia Limited, which is (i) a company indirectly held as to
	100% by the Offeror; and (ii) a substantial shareholder of a
	subsidiary of the Company
''Vendor'' or ''Pine Active	Pine Active Care Limited, a company incorporated in the
Care''	BVI on 22 June 2015 with limited liability and one of the
	controlling shareholders of the Company. As at the date of
	this joint announcement, Pine Active Care was owned as to
	90% by Silverage Pine Care and as to 10% by Silverage
	Pillar
''Warranties''	the warranties, representations and/or undertakings given or
	made by the Vendor in the SPA
''Yada HK''	Yada International (HK) Limited, (i) a company
	incorporated in Hong Kong, which is a substantial
	shareholder of a subsidiary of the Company and a core
	connected person of the Company; and (ii) (to the best of
	the knowledge, information and belief of the Directors)
	100% of the total number of issued shares of which was
	held by Yada International Holdings Limited, as at the date
	of this joint announcement
''%''	per cent.

	By order of the Board of
	Pine Care Group Limited
Tang Yiu Sing	Yim Ting Kwok
	Chairman
Hong Kong, 5 February 2020

As at the date of this joint announcement, the Board comprises four executive Directors, namely, Mr. Yim Ting Kwok, Mr. Yim Billy Pui Kei, Mr. Chan Yip Keung and Mr. Yim Edwin Pui Hin; two non-executive Directors, namely Mr. Ng Kwok Fu Alex and Mr. Lam Yat Hon; and three independent non-executive Directors, namely, Dr. Wong Ping San John, Mr. Liu Kwong Sang and Dr. Liu Yuk Shing.

- 32 -

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with him (excluding the Vendor)) 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 the Offeror and parties acting in concert with him (excluding the Vendor)) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omissions of which would make any statement in this joint announcement misleading.

The Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Group, the Vendor and parties acting in concert with them (excluding the Offeror)) and confirm, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Group, the Vendor and parties acting in concert with them (excluding 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.

In the case of inconsistency, the English text of this joint announcement shall prevail over the Chinese text.

- 33 -

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Pine Care Group Ltd. published this content on 05 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 February 2020 14:45:06 UTC

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