E160516A_Global Tech 1..3

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.


This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.


ROAD SHINE DEVELOPMENTS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

GLOBAL TECH (HOLDINGS) LIMITED

耀 科 國 際( 控 股 )有 限 公 司 *

(Incorporated in the Cayman Islands

with limited liability) (Hong Kong stock code: 143) (Singapore stock code: G11)


JOINT ANNOUNCEMENT


CLOSE OF THE UNCONDITIONAL MANDATORY CASH OFFER BY ALTUS INVESTMENTS LIMITED AND YICKO SECURITIES LIMITED FOR AND ON BEHALF

OF ROAD SHINE DEVELOPMENTS LIMITED TO ACQUIRE ALL OF THE ISSUED SHARES OF

GLOBAL TECH (HOLDINGS) LIMITED (OTHER THAN THOSE ALREADY OWNED BY THE OFFEROR AND

PARTIES ACTING IN CONCERT WITH IT)


Financial Adviser to the Offeror



CLOSE OF THE OFFER AND LEVEL OF ACCEPTANCES


The Offeror and the Company jointly announce that the Offer was closed at 4: 00 p.m. on Wednesday, 24 February 2016, and was not revised or extended by the Offeror.


As at 4: 00 p.m. on Wednesday, 24 February 2016, being the latest time for acceptance of the Offer, the Offeror has received valid acceptances in respect of 11,240,892 Acceptance Shares under the Offer, representing approximately 0.218% of the entire issued share capital of the Company as at the date of this joint announcement.


Upon the close of the Offer, 2,139,211,043 Shares, representing approximately 41.410% of the entire issued share capital of the Company, are held by the public. Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules is satisfied.

INTRODUCTION


Reference is made to the composite offer and response document (the ''Composite Document'') jointly issued by Road Shine Developments Limited (the ''Offeror'') and Global Tech (Holdings) Limited (the ''Company'') dated 3 February 2016 in relation to, among other things, the Offer. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.


All time and date references contained in this joint announcement refer to Hong Kong and Singapore times and dates.

CLOSE OF THE OFFER AND LEVEL OF ACCEPTANCES


The Offeror and the Company jointly announce that the Offer was closed at 4: 00 p.m. on Wednesday, 24 February 2016, and was not revised or extended by the Offeror.


As at 4: 00 p.m. on Wednesday, 24 February 2016, being the latest time for acceptance of the Offer, the Offeror has received valid acceptances in respect of a total of 11,240,892 Offer Shares (''Acceptance Shares'') under the Offer, representing approximately 0.218% of the entire issued share capital of the Company as at the date of this joint announcement.


Immediately prior to the commencement of the Offer Period on 30 November 2015, the Offeror and parties acting in concert with it were not interested in, and did not hold, control or direct any Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company. Save for the acquisition of the Sale Shares and pursuant to the Offer, neither the Offeror nor any parties acting in concert with it had dealt in, acquired or agreed to acquire any Shares or rights over Shares during the Offer Period up to the date of this joint announcement.


Neither the Offeror nor any parties acting in concert with it has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period up to the date of this joint announcement.


Taking into account the Acceptance Shares and 2,737,970,000 Shares held by the Offeror and parties acting in concert with it, they are interested in an aggregate of 2,749,210,892 Shares, representing approximately 53.218% of the total issued share capital of the Company as at 4: 00 p.m. on 24 February 2016.

SETTLEMENT OF THE OFFER


A cheque for the amount due to each Shareholder who validly accepts the Offer (where applicable, less sellers' ad valorem stamp duty payable for the Shares tendered by him under the Offer) has been or will be despatched to the accepting Shareholder by ordinary post at his or her own risk as soon as possible but in any event within seven Business Days following the Date of Receipt.

PUBLIC FLOAT


Upon the close of the Offer, 2,139,211,043 Shares, representing approximately 41.410% of the entire issued share capital of the Company, are held by the public. Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules is satisfied.


By order of the board

Road Shine Developments Limited XIA Guilan

Director

By order of the Board

Global Tech (Holdings) Limited SY Ethan, Timothy

Chairman


Hong Kong, 24 February 2016


As at the date of this joint announcement, the Board comprises 8 Directors, of which 3 are executive Directors, namely Mr. SY Ethan, Timothy, Mr. SUNG Yee Keung, Ricky and Mr. SO Haw, Herman, 2 are non-executive Directors, namely Mr. KO Wai Lun, Warren and Mr. HUANG Zhen Qian, and 3 are independent non-executive Directors, namely Mr. Andrew David ROSS, Mr. Geoffrey William FAWCETT and Mr. Charles Robert LAWSON.


The Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than the information relating to the Offeror, its ultimate beneficial owners and parties acting in concert with any one of them), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinion expressed by the Offeror, its ultimate beneficial owners and parties acting in concert with any one of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.


As at the date of this joint announcement, Ms. XIA Guilan, Mr. LI Jianyi and Mr. DU Jun are the directors of the Offeror. The board of directors of CITIC Guoan Group* comprises Mr. LI Shilin, Mr. LUO Ning, Mr. LI Rongxiang, Ms. XIA Guilan, Mr. LI Jianyi, Mr. GUAN Weidong, Mr. LI Zhentao, Mr. MAO Deyi, Mr. CHEN Zhao, Ms. LI Qiwen, Mr. GUAN Xin, Ms. ZHANG Yan and Mr. BAI Shaoliang.


The directors of the Offeror and CITIC Guoan Group* jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Vendor and parties acting in concert with any one of them), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than the opinion expressed by the Group, the Vendor and parties acting in concert with any one of them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.


The English text of this joint announcement shall prevail over its Chinese text.

* For identification purpose only

Global Tech (Holdings) Limited issued this content on 24 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 24 February 2016 11:22:14 UTC

Original Document: http://www.iglobaltech.com/html/pdf/e160224.pdf