Qinqin Foodstuffs Cayman : JOINT ANNOUNCEMENT VOLUNTARY CONDITIONAL CASH OFFERS BY DELOITTE & TOUCHE CORPORATE FINANCE LIMITED FOR AND ON BEHALF OF SURE WONDER LIMITED TO ACQUIRE ALL THE ISSUED SHARES AND TO CANCEL ALL THE OUTSTANDING OPTIONS OF QINQIN FOODSTUFFS GROUP (CAYMAN) COMPANY LIMITED (OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY SURE WONDER LIMITED AND/OR PARTIES ACTING IN CONCERT WITH IT)

April 08, 2021 at 06:32 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Sure Wonder Limited	Qinqin Foodstuffs Group (Cayman) Company Limited
(Incorporated in the British Virgin	親親食品集團（開曼）股份有限公司
Islands with limited liability)	(Incorporated in the Cayman Islands with limited liability)
	(Stock Code: 1583)
	JOINT ANNOUNCEMENT

VOLUNTARY CONDITIONAL CASH OFFERS BY

DELOITTE & TOUCHE CORPORATE FINANCE LIMITED

FOR AND ON BEHALF OF

SURE WONDER LIMITED

TO ACQUIRE ALL THE ISSUED SHARES AND TO

CANCEL ALL THE

OUTSTANDING OPTIONS OF

QINQIN FOODSTUFFS GROUP (CAYMAN) COMPANY LIMITED

(OTHER THAN THOSE ALREADY OWNED AND/OR

AGREED TO BE ACQUIRED

BY SURE WONDER LIMITED AND/OR PARTIES ACTING

IN CONCERT WITH IT)

Financial Adviser to the Offeror

Deloitte & Touche Corporate Finance Limited

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INTRODUCTION

The Offeror and the Company jointly announce that Deloitte Corporate Finance will, for and on behalf of the Offeror, make the Offers (i) to acquire all the Offer Shares; and (ii) to cancel all the Offer Options.

VOLUNTARY CONDITIONAL CASH OFFERS

As at the date of this joint announcement, the Offeror is interested in 248,315,905 Shares, representing approximately 32.89% of the issued Shares and in aggregate, the Offeror Concert Party Group is interested in 348,795,183 Shares, representing approximately 46.20% of the issued Shares.

Deloitte Corporate Finance will, for and on behalf of the Offeror, make the Offers in compliance with the Takeovers Code on the following basis:

The Share Offer
For each Offer Share.........................................................................................	HK$2.23 in cash
The Option Offer
For each of 4,530,000 Offer Options held with
an exercise price of HK$2.56 and to be cancelled...................................	HK$0.0001 in cash
For each of 6,410,000 Offer Options held with
an exercise price of HK$2.31 and to be cancelled...................................	HK$0.0001 in cash

Pursuant to Rule 13 and Practice Note 6 of the Takeovers Code, the Option Offer Price would normally represent the difference between the exercise price of the Options and the Share Offer Price. Under the Option Offer, since the exercise prices of the Offer Options, being HK$2.56 and HK$2.31, are above the Share Offer Price of HK$2.23, the Offer Options are out-of-money and the Option Offer Price is set at a nominal price of HK$0.0001.

As at the date of this joint announcement, the Company has 755,096,557 Shares in issue and 11,400,000 outstanding Options and has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this joint announcement.

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Principal terms of the Offers are set out in the section headed "Voluntary Conditional Cash Offers" below. Based on the Share Offer Price of HK$2.23 per Offer Share and 406,301,374 Offer Shares and 10,940,000 Offer Options:

Assuming no Offer Options are exercised and the Share Offer is accepted in full:
1. the value of the Share Offer will be approximately HK$906,052,064; and
2. the total amount to satisfy the cancellation of all Offer Options will be approximately HK$1,094.
Assuming all Offer Options are exercised and the Share Offer is accepted in full:
1. the value of the Share Offer will be approximately HK$930,448,264; and
2. no amount will be payable by the Offeror under the Option Offer.

The Offeror intends to finance the Offers by the Loan.

Deloitte Corporate Finance, the financial adviser to the Offeror in respect of the Offers, is satisfied that sufficient financial resources are available to the Offeror to satisfy the full acceptance of the Offers.

The Offeror intends to maintain the listing of the Shares on the Stock Exchange following the close of the Offers.

DESPATCH OF COMPOSITE DOCUMENT

The Offeror and the Company intend to combine the offer document and the Company's board circular in the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, within 21 days after the date of this joint announcement or such later date as the Executive may approve, the Offeror and the Company are required to despatch the Composite Document containing, among other things, (i) details of the Offers and their respective terms and conditions (including the expected timetable); (ii) the letter from the Independent Board Committee containing its recommendation in respect of the Offers; (iii) the letter of advice from the independent financial adviser to the Independent Board Committee in respect of the Offers; and (iv) relevant forms of acceptance and transfer, to the Offer Shareholders and Offer Optionholders. It is expected that the Composite Document will be despatched on or before 29 April 2021.

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Further announcement(s) regarding the despatch of the Composite Document will be made by the Offeror and the Company as and when appropriate.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee has been established by the Company to make a recommendation to the Offer Shareholders and Offer Optionholders in respect of the Offers pursuant to Rule 2.1 of the Takeovers Code.

An independent financial adviser will be appointed, with the approval of the Independent Board Committee, to advise the Independent Board Committee in respect of the Offers and, in particular, as to whether the Offers are fair and reasonable and as to the acceptance of the Offers pursuant to Rule 2.1 of the Takeovers Code. A further announcement will be made by the Company as soon as possible after the appointment of the independent financial adviser. The advice of the independent financial adviser and the recommendation of the Independent Board Committee will be included in the Composite Document to be despatched to the Offer Shareholders and Offer Optionholders.

WARNING

Shareholders, Optionholders and potential investors should note that the Independent Board Committee has yet to consider and evaluate the Offers. The Directors make no recommendation as to the fairness or reasonableness of the Offers or as to the acceptance of the Offers in this joint announcement. Shareholders should read the Composite Document, including the recommendations of the Independent Board Committee in respect of the Offers and a letter of advice from the independent financial adviser, before forming a view on the Offers.

Shareholders, Optionholders and potential investors are advised to exercise caution when dealing in the securities of the Company. If Shareholders, Optionholders and potential investors are in any doubt about their position, they should consult their professional advisers.

INTRODUCTION

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VOLUNTARY CONDITIONAL CASH OFFERS

Deloitte Corporate Finance will, for and on behalf of the Offeror, make the Offers in compliance with the Takeovers Code on the following basis:

The Share Offer

For each Offer Share............................................................................................

HK$2.23 in cash

The Share Offer Price of HK$2.23 per Offer Share represents:

a discount of approximately 3.04% to the closing price of HK$2.30 per Share as quoted on the Stock Exchange on 7 April 2021, being the Last Trading Day;
a discount of approximately 3.04% over the average closing price of HK$2.30 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to and including the Last Trading Day;
a discount of approximately 3.88% over the average closing price of HK$2.32 per Share as quoted on the Stock Exchange for the 10 consecutive trading days immediately prior to and including the Last Trading Day;
a discount of approximately 5.11% over the average closing price of HK$2.35 per Share as quoted on the Stock Exchange for the 30 consecutive trading days immediately prior to and including the Last Trading Day;
a discount of approximately 5.51% over the average closing price of HK$2.36 per Share as quoted on the Stock Exchange for the 90 consecutive trading days immediately prior to and including the Last Trading Day; and
a premium of approximately 5.69% over the audited consolidated net assets per Share of approximately RMB1.77 as at 31 December 2020 (equivalent to approximately HK$2.11), calculated based on the Group's audited consolidated net assets attributable to the Shareholders of approximately RMB1,335,958,000 as at 31 December 2020 and 755,096,557 Shares in issue as at the date of this joint announcement.

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The Option Offer
For each of 4,530,000 Offer Options held with
	an exercise price of HK$2.56 and to be cancelled......................................	HK$0.0001 in cash
For each of 6,410,000 Offer Options held with
	an exercise price of HK$2.31 and to be cancelled......................................	HK$0.0001 in cash

In accordance with the terms of the Share Option Scheme, if a general offer resulting in a change of control of the Company is made to all the Shareholders (or all such holders other than the offeror and/or any person acting in concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Options, the Company shall forthwith give notice to the Optionholders and the Optionholders are entitled to exercise the Options in full within one month after the date of the notice, irrespective of the fact that Options are not otherwise exercisable during the offer period. Unless otherwise notified by the Company at the discretion of the board of Directors, any Options which remain outstanding shall lapse automatically at the end of the one month period after the date when the Options become exercisable.

Conditions to the Offers

The Share Offer is only conditional upon valid acceptances having been received (and where permitted, not withdrawn) on or before 4:00 p.m. on the Closing Date (or such other time or date as the Offeror may, subject to the Takeovers Code, decide) in respect of the Shares, which together with the Shares currently owned, acquired or agreed to be acquired by the Offeror Concert Party Group before or during the Share Offer, constituting more than 50% of the voting rights of the Company in accordance with the Takeovers Code. The Option Offer will be conditional on the Share Offer becoming or being declared unconditional in all respects.

The Offeror and the Company confirm that no regulatory approvals, authorisations or consents are required for the Offers.

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Further announcement(s) in relation to the revision, extension or lapse of the Offers or the fulfillment of the conditions of the Offers shall be made in accordance with the Takeovers Code and Listing Rules in due course.

The Offers may lapse if they do not become unconditional on the Closing Date. The Shareholders and potential investors of the Company are advised to exercise extreme caution when dealing in the securities of the Company.

Highest and lowest closing prices of the Shares

The highest and lowest closing prices of the Shares as quoted on the Stock Exchange during the six-month period immediately preceding the commencement of the offer period commencing on 8 October 2020 and ending on the Last Trading Day (both days inclusive) were HK$2.48 per Share on 19 February 2021 and HK$2.20 per Share on 21 December 2020, respectively.

Value of the Offers

Based on the Share Offer Price of HK$2.23 per Share and 406,301,374 Offer Shares and

10,940,000 Offer Options:

Assuming no Offer Options are exercised and the Share Offer is accepted in full:
1. the value of the Share Offer will be approximately HK$906,052,064; and
2. the total amount to satisfy the cancellation of all Offer Options will be approximately HK$1,094.
Assuming all Offer Options are exercised and the Share Offer is accepted in full:
1. the value of the Share Offer will be approximately HK$930,448,264; and
2. no amount will be payable by the Offeror under the Option Offer.

By reference to the annual report of the Company for the year ended 31 December 2020, the board of Directors did not recommend the payment of final dividend for the year ended 31 December 2020. As at the date of this announcement, the Company confirms that it has no intention to propose, declare or make any dividends or distribution before the Closing Date.

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Confirmation of financial resources

The Offeror intends to finance the Offers by the Loan.

The principal terms of the Loan are set out as follows:-

Date	:	8 April 2021
Parties	:	(1) Offeror as borrower
		(2) King Terrace as lender
Principal Amount	:	HK$940,000,000
Interest rate	:	Interest free
Repayment	:	All outstanding amount of the Loan shall be fully repaid on
		31 December 2022, failing which King Terrace as lender can take legal
		action against the Offeror through the courts of Hong Kong. Since
		both the Offeror and King Terrace are wholly owned by Mr. Hui CL,
		the Offeror has no intention to breach the terms of the Loan.

Pursuant to the relevant loan agreement of the Loan, King Terrace has undertaken to the Offeror that it will not demand repayment of any portion of the Loan prior to the eighth (8th) Business Day after the date on which the Offers being declared closed or lapsed.

Effect of accepting the Offers

By validly accepting the Share Offer, the Offer Shareholders shall sell their Offer Shares free from all Third Party Rights and with all rights and benefits at any time accruing and attached to them, including the rights to receive all dividends and distributions declared, made or paid on or after the date on which the Share Offer is made.

By validly accepting the Option Offer, the Offer Options tendered by the Offer Optionholders will be cancelled, together with all rights attached to them with effect from the date on which the Option Offer is made.

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Acceptance of the Offers would be irrevocable and would not be capable of being withdrawn, subject to the provisions of the Takeovers Code.

Payment

Subject to the Offers having become, or have been declared, unconditional in all respects, payment in cash in respect of acceptances of the Offers will be made as soon as possible but in any event within seven (7) Business Days following the later of the date of receipt of a duly completed acceptance of the Offers, or the date on which the Offers become or are declared unconditional in all aspects.

Relevant documents evidencing title must be received by or on behalf of the Offeror to render such acceptance of the Offers complete and valid. If the Offers are withdrawn or lapse, pursuant to Rule

20.2 of the Takeovers Code, the Offeror is required to, as soon as possible but in any event within ten (10) days thereof, post the Share certificates and Option certificates lodged with the forms of acceptance and transfer to, or make such Share certificates and Option certificates available for collection by, those Shareholders and Optionholders who have accepted the Offers.

No fractions of a cent will be payable and the amount of the consideration payable to an Offer Shareholder who accepts the Offer will be rounded up to the nearest cent.

Overseas Shareholders and Overseas Optionholders

The Offeror intends to make the Offers available to all Offer Shareholders and Offer Optionholders, including the Overseas Shareholders and Overseas Optionholders. However, the Offers to persons not resident in Hong Kong may be affected by the laws of the relevant jurisdiction in which they are resident. The making of the Offers to persons with a registered address in jurisdictions outside Hong Kong may be prohibited or limited by the laws or regulations of the relevant jurisdictions. Overseas Shareholders and/or Overseas Optionholders who are citizens, residents or nationals of a jurisdiction outside Hong Kong should observe any applicable legal or regulatory requirements and, where necessary, seek independent legal advice. It is the responsibility of Overseas Shareholders and the Overseas Optionholders who wish to accept the Offers to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Offers (including the obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities and the payment of any transfer or other taxes due in respect of such jurisdictions).

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Any acceptance of the Offers by any Overseas Shareholder and/or Overseas Optionholder will be deemed to constitute a representation and warranty from such Overseas Shareholder and/or Overseas Optionholder to the Offeror that the local laws and requirements have been complied with. Overseas Shareholders and Overseas Optionholders should consult their professional advisers if in doubt.

Hong Kong Stamp duty

Seller's Hong Kong ad valorem stamp duty arising in connection with acceptance of the Share Offer at a rate of 0.1% of the consideration payable in respect of the relevant acceptances, or (if higher) the value of the Shares as determined by the Collector of Stamp Revenue as defined under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), will be deducted from the amount payable to the Offer Shareholders who accept the Share Offer. The Offeror will then arrange for payment of the stamp duty on behalf of those Offer Shareholders who accepted the Share Offer. The Offeror will bear buyer's ad valorem stamp duty in connection with the acceptance of the Share Offer and the transfer of the Offer Shares.

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

Tax Advice

Offer Shareholders and Offer Optionholders are recommended to consult their own professional advisers as to the taxation implications of accepting or rejecting the Offers. It is emphasised that none of the Company, the Offeror or its parties acting in concert or any of their respective directors, officers or associates or any other person involved in the Offers accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Offers.

OFFEROR'S INTERESTS IN SECURITIES OF THE COMPANY

The Offeror confirms that as at the date of this joint announcement:

save for the 348,795,183 Shares (representing approximately 46.20% of the issued Shares) and the 460,000 Options currently owned by the Offeror Concert Party Group, no member of the Offeror Concert Party Group owned or had control or direction over any voting rights or rights over the Shares, convertible securities, warrants or options of the Company or any derivatives in respect of such securities;

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no member of the Offeror Concert Party Group had dealt for value in any Shares, convertible securities, warrants or options of the Company or any derivatives in respect of such securities in the six months prior to the date of this joint announcement;
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 Offers;
there is no agreement or arrangement to which a member of the Offeror Concert Party Group is a party which relates to circumstances in which the Offeror may or may not invoke or seek to invoke a pre-condition or a condition to the Offers;
no member of the Offeror Concert Party Group has borrowed or lent any relevant securities
(as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company;
no member of the Offeror Concert Party Group has received any irrevocable commitment to accept the Offers;
there is no outstanding derivative in respect of the securities in the Company entered into by any member of the Offeror Concert Party Group; and
there is no understanding, arrangement or agreement or special deal (as defined under Rule 25 of the Takeovers Code) between (a) any Shareholders; and (b)(i) any member of the Offeror Concert Party Group, or (b)(ii) the Company, its subsidiaries or associated companies.

INFORMATION OF THE GROUP

The Company was incorporated in the Cayman Islands as an exempted company with limited liability, shares of which have been listed on Stock Exchange since July 2016. The Group is principally engaged in the manufacturing, distribution and sale of food and snack products in the PRC.

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SHAREHOLDING STRUCTURE OF THE COMPANY

Pursuant to the information on shareholding available to the Offeror and Company as at the date of this joint announcement, the shareholding structure of the Company is as follows:

			Immediately upon the Closing Date
			(assuming no acceptances
Name of shareholder	As at the date of this joint announcement	to the Share Offer)
	Number of Shares	% of shareholding	Number of Shares	% of shareholding
		(approximate)		(approximate)
The Offeror (Note 1)	248,315,905	32.89%	248,315,905	32.89%
Parties acting in concert with the Offeror
Mr. Hui CL (Note 1)	Nil	Nil	Nil	Nil
Tin Lee Investments Limited (Notes 2 and 6)	45,645,799	6.05%	45,645,799	6.05%
Mr. Sze Man Bok (Notes 2 and 6)	115,120	0.02%	115,120	0.02%
Easy Success (Note 3)	35,214,895	4.66%	35,214,895	4.66%
Mr. Wu HL (Note 3)	628,000	0.08%	628,000	0.08%
Ms. Cai Liqiong (Note 4)	18,875,464	2.50%	18,875,464	2.50%
Mr. Wong Wai Leung (Note 5)	Nil	Nil	Nil	Nil
Mr. Wu Wenxu (Note 7)	Nil	Nil	- (Note 8)	-
Aggregate number of Shares held by
the Offeror Concert Party Group	348,795,183	46.20%	348,795,183	46.20%
Public Shareholders	406,301,374	53.80%	406,301,374	53.80%
Total	755,096,557	100.00%	755,096,557	100.00%

Notes:

The Offeror is directly wholly and beneficially owned by Mr. Hui CL, an executive Director and the Chairman of the Company. Mr. Hui CL does not directly hold any Share or Option. Mr. Hui CL is presumed to be acting in concert with the Offeror under Class (8);
Tin Lee Investments Limited is a wholly owned subsidiary of Tin Wing Holdings Limited, which is in turn owned as to 50% by Seletar Limited and 50% by Serangoon Limited as nominee on trust for Credit Suisse Trust Limited, the trustee of the Sze's Family Trust. Mr. Sze Man Bok is the settlor and beneficiary of the Sze's Family Trust and accordingly, is deemed to be beneficially interested in the Shares held by Tin Lee Investments Limited. Mr. Sze Man Bok is also interested in 115,120 Shares held directly by him. Mr. Sze Man Bok is a non-executive Director of the Company and both Tin Lee Investments Limited and Mr. Sze Man Bok is a de facto concert party of the Offeror based on his long-standing business relationship at Hengan with Mr. Hui LC, the father of Mr. Hui CL;

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Easy Success is a company directly wholly and beneficially owned by Mr. Wu HL, an non-executive Director of the Company. Mr. Wu HL also directly holds 628,000 Shares. Mr. Wu YD is Mr. Wu HL's brother. Mr. Wu HL is a de facto concert party of the Offeror based on his long-standing business relationship at the Group with Mr. Hui CL since 2003 as Mr. Wu HL was a founder of the Group. Mr. Wu YD and Easy Success are presumed to be acting in concert with Mr. Wu HL under Class (8);
Ms. Cai Liqiong is the wife of Mr. Wu YD and therefore is presumed to be acting in concert with Mr. Wu YD under Class (8);
Mr. Wong Wai Leung holds and owns 240,000 Options. Mr. Wong Wai Leung is an executive Director of the Company and also a director of Lianjie Sports Investments Limited who is accustomed to act in accordance with the instructions of Mr. Hui CL, which is wholly and beneficially owned by Mr. Hui CL. He is presumed to be acting in concert with the Offeror under Classes (6) and (8);
By way of background, Mr. Hui LC and Mr. Sze Man Bok, as founders, established Hengan in 1985.
In 2008, Hengan indirectly acquired a 51% interest in QinQin BVI which was the predecessor of the Group. In 2016, the Company was spun-off from Hengan by way of distribution in specie;
Mr. Wu Wenxu holds and owns 220,000 Options. Mr. Wu Wenxu is an executive Director of the Company. He is presumed to be acting in concert with the Offeror under Class (6).and
Immediately upon the Closing Date, Mr. Wu Wenxu will no longer be presumed to be acting in concert with the Offeror/Mr. Hui CL as the presumption under Class (6) will no longer apply.

FINANCIAL INFORMATION OF THE GROUP

The following table is a summary of certain audited consolidated financial information of the Group for the financial years ended 31 December 2019 and 31 December 2020 as extracted from the annual reports of the Company for the years ended 31 December 2019 and 31 December 2020, respectively:

Year ended 31 December

20192020

(audited) (audited)

RMB'000 RMB'000

Revenue	690,852	792,829
Gross Profit	244,494	251,122
Profit before income tax	104,355	25,724
Profit for the year attributable to Shareholders	81,187	17,660
Consolidated net asset value attributable to Shareholders	1,146,760	1,335,958

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INFORMATION OF THE OFFEROR

The Offeror is an investment holding company incorporated in the British Virgin Islands with limited liability and is directly wholly-owned by Mr. Hui CL. Mr. Hui CL is also currently an executive Director and Chairman of the Company, and a director of most of the Company's subsidiaries. He has been responsible for providing leadership, guidance and strategic advice on corporate development and investment of the Group. He has accumulated over 16 years of experience in the food and snacks business since he became a director of certain subsidiaries of the Company in April 2003.

INTENTIONS OF THE OFFEROR REGARDING THE GROUP

It is the intention of the Offeror and Mr. Hui CL that the Group's existing principal activities will be maintained after the close of the Offers. Following the close of the Offers, the Offeror and Mr. Hui CL intend to continue to pursue and promote strategies to enhance future development of the Group and to create greater value for its shareholders.

Save as in connection with the intention of the Offeror and Mr. Hui CL regarding the Group as set out above, the Offeror and Mr. Hui CL have no intention to (i) discontinue the employment of the existing management and employees of the Group; or (ii) redeploy the fixed assets of the Company other than those in its ordinary and usual course of business.

PUBLIC FLOAT AND MAINTAINING THE LISTING STATUS OF THE COMPANY

The Offeror intends to maintain the listing of the Shares on the Stock Exchange following the close of the Offers.

The Stock Exchange has stated that if, at the close of the Offers, 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
that 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.

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Each of the Offeror and the Company will undertake to the Stock Exchange to take appropriate steps to ensure that sufficient public float exists in the Shares. The Company and the Offeror consider that the appropriate actions to be taken after the close of the Offers shall include placing down of sufficient number of accepted Shares by the Offeror and/or issue of additional Shares by the Company for this purpose. The Company and the Offeror will issue a separate announcement as and when necessary in this regard.

DESPATCH OF COMPOSITE DOCUMENT

The Offeror and the Company intend to combine the offer document and the Company's board circular in the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, within 21 days after the date of this joint announcement or such later date as the Executive may approve, the Offeror and the Company are required to despatch the Composite Document containing, among other things, (i) details of the Offers and their respective terms and conditions (including the expected timetable); (ii) the letter from the Independent Board Committee containing its recommendation in respect of the Offers; (iii) the letter of advice from the independent financial adviser to the Independent Board Committee in respect of the Offers; and (iv) relevant forms of acceptance and transfer, to the Offer Shareholders and Offer Optionholders in relation to the Offers. It is expected that the Composite Document will be despatched on or before 29 April 2021.

Further announcement(s) regarding the despatch of the Composite Document will be made by the Offeror and the Company as and when appropriate.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising Mr. Wu Sichuan and Mr. Wu Yinhang, both being non-executive Directors, and Mr. Cai Meng, Mr. Chan Yiu Fai Youdey, Mr. Ng Swee Leng and Mr. Paul Marin Theil, all being independent non-executive Directors, has been established by the Company pursuant to Rule 2.1 of the Takeovers Code to make a recommendation to the Offer Shareholders and Offer Optionholders in respect of the Offers, as to whether the terms of the Offers are fair and reasonable and as to the acceptance of the Offers.

Mr. Hui LC, Mr. Sze Man Bok and Mr. Wu HL, all being non-executive Directors, shall not form part of the Independent Board Committee as they are members of the Offeror Concert Party Group.

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A further announcement will be made by the Company as soon as possible after the appointment of the independent financial adviser. The advice of the independent financial adviser and the recommendation of the Independent Board Committee will be included in the Composite Document to be despatched to the Offer Shareholders and Offer Optionholders.

DISCLOSURE OF DEALINGS

In accordance with Rule 3.8 of the Takeovers Code, associates of the Company or the Offeror (including persons holding 5% or more of a class of relevant securities of the Company or the Offeror) are reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code.

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:

"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 $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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WARNING

Shareholders, Optionholders and potential investors should note that the Independent Board Committee has yet to consider and evaluate the Offers. The Directors make no recommendation as to the fairness or reasonableness of the Offers or as to the acceptance of the Offers in this joint announcement. Shareholders and Optionholders should read the Composite Document carefully, including the recommendations of the Independent Board Committee in respect of the Offers and a letter of advice from the independent financial adviser, before forming a view on the Offers.

Shareholders, Optionholders and potential investors are advised to monitor the announcements to be made by the Company or jointly by the Offeror and the Company in respect of the progress of the Offers and exercise caution when dealing in the securities of the Company. If Shareholders, Optionholders and potential investors are in any doubt about their position, they should consult their professional advisers.

DEFINITIONS

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

"acting in concert"	has the meaning ascribed thereto under the Takeovers Code
"associates"	has the meaning ascribed thereto under the Takeovers Code
"Business Day(s)"	a day on which the Stock Exchange is open for the transaction
	of business
"Class (6)"	presumption class (6) under the definition of "acting in concert"
	of the Takeovers Code
"Class (8)"	presumption class (8) under the definition of "acting in concert"
	of the Takeovers Code
"Class (9)"	presumption class (9) under the definition of "acting in concert"
	of the Takeovers Code

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"Closing Date"	being the closing date of the Offer to be stated in the Composite
	Document, which is the 21st calendar day after the date of the
	posting of the Composite Document, or if the Offer is extended,
	any subsequent closing date(s) as may be determined by the
	Offeror and jointly announced by the Offeror and the Company,
	with the consent of the Executive in accordance with the
	Takeovers Code
"Company"	Qinqin Foodstuffs Group (Cayman) Company Limited, a
	company incorporated in the Cayman Islands with limited
	liability, and the shares of which are listed on the Stock
	Exchange (Stock Code: 1583)
"Composite Document"	the composite offer and response document to be jointly issued
	by the Offeror and the Company to the Offer Shareholders
	and Offer Optionholders in connection with the Offers in
	compliance with the Takeovers Code
"Director(s)"	director(s) of the Company
"Deloitte Corporate Finance"	Deloitte & Touche Corporate Finance Limited, a licensed
	corporation registered under the SFO to carry out type 1
	(dealing in securities), type 4 (advising on securities) and type
	6 (advising on corporate finance) regulated activities as defined
	in the SFO, being the financial adviser to the Offeror in respect
	of the Offers
"Easy Success"	Easy Success International Investment Limited, a limited
	liability company incorporated in the British Virgin Islands
	which is directly wholly and beneficially owned by Mr. Wu HL
"Executive"	the Executive Director of the Corporate Finance Division of the
	SFC or any of his delegates
"Group"	the Company and its subsidiaries

- 18 -

"Hengan"	Hengan International Group Company Limited, a company
	incorporated in the Cayman Islands with limited liability, and
	the shares of which are listed on the Stock Exchange (Stock
	Code: 1044)
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC

"Independent Board Committee" the independent board committee of the board of Directors, comprising Mr. Wu Sichuan, Mr. Wu Yinhang, Mr. Cai Meng, Mr. Chan Yiu Fai Youdey, Mr. Ng Swee Leng and Mr. Paul Marin Theil, formed for the purpose of advising the Offer

	Shareholders and Offer Optionholders in respect of the Offers
"King Terrace"	King Terrace Limited, a company incorporated in the British
	Virgin Islands which is wholly and beneficially owned by
	Mr. Hui CL. King Terrace Limited is a de facto concert party
	and presumed to be acting in concert with the Offeror under
	Class (8) and Class (9), and is not interested in any Shares,
	Options or derivatives of the Company as at the date of this
	joint announcement
"Last Trading Day"	7 April 2021, being the last full trading day of the Shares
	immediately prior to the date of this joint announcement
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Loan"	an unsecured loan in the amount of HK$940,000,000 granted
	by King Terrace to the Offeror
"Mr. Hui CL"	Mr. Hui Ching Lau, an executive Director and Chairman of the
	Company, and the sole legal and beneficial owner of the Offeror
"Mr. Hui LC"	Mr. Hui Lin Chit, a non-executive Director of the Company

- 19 -

"Mr. Wu HL"	Mr. Wu Huolu, a non-executive Director of the Company, and
	directly wholly and beneficially owns Easy Success
"Mr. Wu YD"	Mr. Wu Yongde, a brother of Mr. Wu HL
"Offers"	collectively, the Share Offer and the Option Offer
"Offer Optionholder(s)"	holder(s) of Option(s), other than members of the Offeror
	Concert Party Group
"Offer Option(s)"	all and any of the Options that are subject to the Option Offer
"Offer Shareholder(s)"	holder(s) of Share(s), other than members of the Offeror
	Concert Party Group
"Offer Share(s)"	all and any of the Shares that are subject to the Share Offer
"Offeror"	Sure Wonder Limited, a limited liability company incorporated
	in the British Virgin Islands which is directly wholly and
	beneficially owned by Mr. Hui CL
"Offeror Concert Party Group"	the Offeror, King Terrace, Mr. Hui CL and parties acting in
	concert with any one of them
"Option Offer"	the voluntary conditional cash offer to be made by Deloitte
	Corporate Finance for and on behalf of the Offeror to cancel
	all the Offer Options being held by the Offer Optionholders in
	accordance with the Takeovers Code
"Option Offer Price"	HK$0.0001 per Option, being the price at which the Option
	Offer will be made
"Optionholder(s)"	holder(s) of the Option(s)
"Option(s)"	outstanding share options granted by the Company pursuant to
	the Share Option Scheme

- 20 -

"Overseas Optionholder(s)"	Offer Optionholder(s) whose address(es), as shown on the
	register of Optionholders of the Company, is/are outside Hong
	Kong
"Overseas Shareholder(s)"	Offer Shareholder(s) whose address(es), as shown on the
	register of members of the Company, is/are outside Hong Kong
"QinQin BVI"	QinQin Foodstuffs Group Company Limited, a company
	incorporated in the BVI with limited liability and a wholly
	owned subsidiary of the Company
"PRC"	the People's Republic of China (excluding Hong Kong, the
	Macau Special Administrative Region of the PRC and Taiwan
	for the purpose of this joint announcement)
"RMB"	Renminbi, the lawful currency of the PRC; for illustration
	purpose only, in this joint announcement, the conversion of
	RMB into HK$ is based on the exchange rate of RMB1 to
	HK$1.19, which was the middle rate published by the People's
	Bank of China on its website as at 8 April 2021
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
"Share Offer"	the voluntary conditional cash offer to be made by Deloitte
	Corporate Finance, for and on behalf of the Offeror, to acquire
	all the issued Shares not already owned and/or agreed to be
	acquired by the Offeror Concert Party Group in accordance
	with the Takeovers Code
"Share Offer Price"	HK$2.23 per Share, being the price at which the Share Offer
	will be made
"Share Option Scheme"	the share option scheme of the Company adopted on 16 May
	2017

- 21 -

"Shareholder(s)"	holder(s) of Share(s)
"Share(s)"	ordinary share(s) of par value of HK$0.01 each in the issued
	share capital of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Sze's Family Trust"	the family trust of which Mr. Sze Man Bok is settlor and
	beneficiary
"Takeovers Code"	the Code on Takeovers and Mergers of Hong Kong
"Third Party Rights"	any interest or equity of any person (including any right to
	acquire, option or right of pre-emption or conversion) or any
	mortgage, charge, pledge, lien, assignment, hypothecation,
	security interest, title retention or any other security agreement
	or arrangement, or any agreement to create any of the above or
	any other third party rights of any nature
"%"	per cent.

By Order of the board of directors of	By Order of the Board of
Sure Wonder Limited	Qinqin Foodstuffs Group (Cayman) Company Limited
Hui Ching Lau	Wong Wai Leung
Sole Director	Executive Director, Chief Financial Officer
	and Company Secretary
Hong Kong, 8 April 2021

- 22 -

As of the date of this announcement, the Board comprises 12 Directors, of which three are executive Directors, namely Mr. Hui Ching Lau (Chairman), Mr. Wong Wai Leung (Chief Financial Officer and Company Secretary) and Mr. Wu Wenxu; five are non-executive Directors, namely Mr. Hui Lin Chit, Mr. Sze Man Bok, Mr. Wu Huolu, Mr. Wu Sichuan and Mr. Wu Yinhang; and four are independent non-executive Directors, namely Mr. Cai Meng, Mr. Chan Yiu Fai Youdey, Mr. Ng Swee Leng and Mr. Paul Marin Theil.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

As of the date of this joint announcement, Mr. Hui Ching Lau is the sole director of the Offeror.

The sole director of the Offeror accepts full responsibility for the accuracy of information contained in this joint announcement (other than the information relating to the Group) and confirm, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement 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.

- 23 -

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Qinqin Foodstuffs Group (Cayman) Co. Ltd. published this content on 08 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2021 13:01:07 UTC.

Market Closed - Hong Kong S.E. Other stock markets 01:38:08 04/06/2024 pm IST			5-day change	1st Jan Change
0.87 ^HKD	0.00%		0.00%	+10.13%

16/05	Qinqin Foodstuffs Group Company Limited Announces Board and Committee Changes, Effective 17 May 2024	CI
15/03	Qinqin Foodstuffs Group Company Limited Reports Earnings Results for the Full Year Ended December 31, 2023	CI

Qinqin Foodstuffs Group Company Limited Announces Board and Committee Changes, Effective 17 May 2024	16/05	CI
Qinqin Foodstuffs Group Company Limited Reports Earnings Results for the Full Year Ended December 31, 2023	15/03	CI
Qinqin Foodstuffs' H1 Attributable Profit Jumps More Than Four-Fold on Higher Revenue	01/23/01	MT
Qinqin Foodstuffs Logs Near 16% H1 Profit Growth	15/23/15	MT
Qinqin Foodstuffs Group Company Limited Reports Earnings Results for the Half Year Ended June 30, 2023	15/23/15	CI
Qinqin Foodstuffs Expects Rise in H1 Net Profit	24/23/24	MT
Qinqin Foodstuffs Group Company Limited Provides Unaudited Consolidated Earnings Guidance for the Six Months Ended 30 June 2023	21/23/21	CI
Qinqin Foodstuffs Group Company Limited Announces Retirement of Hui Lin Chit as Non- Executive Director	18/23/18	CI
Qinqin Foodstuffs Shrinks FY22 Loss by 98.3%	17/23/17	MT
Qinqin Foodstuffs Group Company Limited Reports Earnings Results for the Full Year Ended December 31, 2022	17/23/17	CI
Qinqin Foodstuffs to Shrink 2022 Loss by 80 Million Yuan	09/23/09	MT
Qinqin Foodstuffs Group Company Limited Provides Earnings Guidance for the Year Ended 31 December 2022	09/23/09	CI
Qinqin Foodstuffs Swings to Profit in H1	17/22/17	MT
Qinqin Foodstuffs Group Company Limited Reports Earnings Results for the Half Year Ended June 30, 2022	16/22/16	CI
Qinqin Foodstuffs Group Expects Swing to Profit in H1	25/22/25	MT
Qinqin Foodstuffs Group Company Limited Provides Group Earnings Guidance for the Six Months Ended 30 June 2022	22/22/22	CI
Qinqin Foodstuffs Group Company Limited Reports Earnings Results for the Full Year Ended December 31, 2021	20/22/20	CI
Qinqin Foodstuffs Forecasts Turn to Loss in 2021	02/22/02	MT
Qinqin Foodstuffs Group Company Limited Provides Earnings Guidance for the Year Ended December 31, 2021	28/22/28	CI
Qinqin Foodstuffs Group Company Limited Announces Earnings Results for the Half Year Ended June 30, 2021	13/21/13	CI
Qinqin Foodstuffs Cayman : to Swing to Loss in H1 on HIgher Costs	22/21/22	MT
Qinqin Foodstuffs Group Company Limited Provides Earnings Guidance for the Six Months Ended 30 June 2021	21/21/21	CI
Qinqin Foodstuffs Cayman : Chairman Closes Takeover of Firm with 63% Stake	14/21/14	MT
Hui Ching Lau completed the acquisition of additional 16.9% stake in Qinqin Foodstuffs Group Company Limited from public shareholders for approximately HKD 280 million.	11/21/11	CI
Qinqin Foodstuffs Cayman : Chairman's Buyout of Controlling Stake in Firm Becomes Unconditional; Shares Jump 5%	28/21/28	MT

	1st Jan change	Capi.
QINQIN FOODSTUFFS GROUP (CAYMAN) COMPANY LIMITED	+10.13%	84.01M
J&J SNACK FOODS CORP.	-2.11%	3.18B
CHACHA FOOD COMPANY, LIMITED	-4.39%	2.24B
YANKER SHOP FOOD CO.,LTD	-2.92%	1.75B
KOTOBUKI SPIRITS CO., LTD.	-18.28%	1.73B
UTZ BRANDS, INC.	+13.36%	1.5B
GANYUAN FOODS CO., LTD.	-1.11%	895M
JINZAI FOOD GROUP CO.,LTD.	+7.61%	813M
TAOKAENOI FOOD & MARKETING	+8.42%	395M
YOUYOU FOODS CO., LTD.	-31.08%	383M

Qinqin Foodstuffs Group (Cayman) Company Limited

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