OFFER DOCUMENT RELATING TO VOLUNTARY CONDITIONAL CASH PARTIAL OFFER BY RAINBOW CAPITAL (HK) LIMITED FOR AND ON BEHALF OF MR. WANG YONGKUITO ACQUIRE 158,000,000 SHARES IN WISDOM WEALTH RESOURCES INVESTMENT HOLDING GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED BY MR. WANG YONGKUI AND PARTIES ACTING IN CONCERT WITH HIM)

THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the Partial Offer this Offer Document and/or the accompanying Form of Acceptance or as to the action to be taken you should consult a licensed securities dealer or registered institution in securities a bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your shares in Wisdom Wealth Resources Investment Holding Group Limited you should at once hand this Offer Document and the accompanying Form of Acceptance to the purchaser(s) or transferee(s) or to the bank licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).Hong Kong Exchanges and Clearing Limited The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Offer Document and the accompanying Form of Acceptance make no representation as to their 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 Offer Document and the accompanying Form of Acceptance.This Offer Document should be read in conjunction with the accompanying Form of Acceptance the contents of which form part of the terms and conditions of the Partial Offer contained herein.WANG YONGKUI OFFER DOCUMENT RELATING TO VOLUNTARY CONDITIONAL CASH PARTIAL OFFER BY RAINBOW CAPITAL (HK) LIMITED FOR AND ON BEHALF OF MR. WANG YONGKUI TO ACQUIRE 158000000 SHARES IN WISDOM WEALTH RESOURCES INVESTMENT HOLDING GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED BY MR. WANG YONGKUI AND PARTIES ACTING IN CONCERT WITH HIM) Financial adviser to the Offeror Capitalised terms used in this cover page shall have the same meanings as those defined in this Offer Document unless the content requires otherwise.A letter from Rainbow Capital containing among other things principal terms of the Partial Offer is set out on pages 5 to 17 of this Offer Document.The procedures for acceptance and other related information in respect of the Partial Offer are set out in Appendix I to this Offer Document and the accompanying Form of Acceptance. Form of Acceptance should be received by the Registrar Tricor Standard Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible and in any event no later than 4:00 p.m. on Monday 22 July 2024 (being the First Closing Date) or such later time and/or date as the Offeror may determine and announce with the consent of the Executive and in accordance with the Takeovers Code.Any persons including without limitation custodians nominees and trustees who would or otherwise intend to forward this Offer Document and/or the accompanying Form of Acceptance to any jurisdiction outside Hong Kong should read the paragraphs headed “Overseas Shareholders” in the “Letter from Rainbow Capital” and “Overseas Shareholders” in Appendix I to this Offer Document before taking any action. It is the responsibility of each Overseas Shareholder wishing to accept the Partial Offer to satisfy himself herself or itself as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith including the obtaining of any governmental exchange control or other consents or any registration or filing which may be required and the compliance with other necessary formalities or legal requirements and payment of any transfer or other taxes due by such Overseas Shareholder in respect of such jurisdiction. Each Overseas Shareholder is advised to seek professional advice on deciding whether to accept the Partial Offer.This Offer Document will remain on the websites of the Stock Exchange (http://www.hkexnews.hk) as long as the Partial Offer remains open. 6 June 2024CONTENTS Page EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM RAINBOW CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 APPENDIX I — FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER . . . . . . . . . 18 APPENDIX II — GENERAL INFORMATION RELATING TO THE OFFEROR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 ACCOMPANYING DOCUMENT – FORM OF ACCEPTANCE – i –EXPECTED TIMETABLE The timetable set out below is indicative only and is subject to change. Any changes to the timetable will be announced by the Offeror. Unless otherwise expressly stated all time and date references contained in this Offer Document refer to Hong Kong time and dates.Despatch date of this Offer Document and the accompanying Form of Acceptance and commencement date of the Partial Offer (Note 1) . . . . . . . . . . . . . . . . . Thursday 6 June 2024 Latest time for posting of the Offeree Document (Note 2) . . . . . . . . . . . Thursday 20 June 2024 Latest time and date for acceptance of the Partial Offer on the First Closing Date (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday 22 July 2024 Announcement of the results of the Partial Offer as at the First Closing Date (or its extension or revision if any) to be posted on the website of the Stock Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . by 7:00 pm on Monday 22 July 2024 Latest time and date for acceptance of the Partial Offer assuming the Partial Offer becomes or is declared unconditional on the First Closing Date (i.e. the Final Closing Date) (Note 4) . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday 5 August 2024 Announcement of the results of the Partial Offer as at the Final Closing Date to be posted on the website of the Stock Exchange (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . by 7:00 pm on Monday 5 August 2024 Latest time by which the Partial Offer can be declared unconditional as to acceptances (Note 7) . . . . . . . . . . . . . . . . . . . . . . . Monday 5 August 2024 Designated agent starts to stand in the market to provide matching services for sale and purchase of odd lots holdings of Shares (assuming that the Partial Offer becomes or is declared unconditional as to acceptances on the First Closing Date) . . . . . . . . . . . . . . . . . . . 9:00 am on Tuesday 6 August 2024 Latest date for posting of remittances for the amount due in respect of valid acceptances received under the Partial Offer on the Final Closing Date (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . Wednesday 14 August 2024 – ii –EXPECTED TIMETABLE Latest date for despatch of share certificate(s) and/or any transfer receipt(s) and other document(s) of title for Shares tendered but not taken up or share certificate(s) in respect of the balance of such Shares (assuming that the Partial Offer becomes or is declared unconditional as to acceptances on the First Closing Date) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday 14 August 2024 Designated agent ceases to stand in the market to provide matching services for sale and purchase of odd lots holdings of Shares (assuming that the Partial Offer becomes or is declared unconditional as to acceptances on the First Closing Date) . . . . . Tuesday 17 September 2024 Notes: 1. The Partial Offer is open for acceptance on and from Thursday 6 June 2024 being the date of posting of this Offer Document until 4:00 p.m. on the Closing Date i.e. the later of the Final Closing Date on Monday 5 August 2024 or the date falling 14 days after the Partial Offer becomes or is declared unconditional in all respects or if the Partial Offer is extended any subsequent Closing Date as extended and announced by the Offeror in accordance with the Takeovers Code. 2. In accordance with the Takeovers Code the Offeree Company is required to post the Offeree Document to the Shareholders no later than 14 days after the date of this Offer Document unless the Executive consents to a later date and the Offeror agrees to extend the First Closing Date by the number of days in respect of which the delay in the posting of the Offeree Document is agreed. 3. In accordance with the Takeovers Code where the Offeree Document is posted after the date of this Offer Document the Partial Offer be open for acceptance for at least 28 days after the date of this Offer Document.The Offeror reserves its right as permitted under the Takeovers Code to revise or extend the Partial Offer until such date as it may determine in accordance with the Takeovers Code (or as permitted by the Executive in accordance with the Takeovers Code). The Offeror will issue an announcement in relation to any revision or extension of the Partial Offer which will state the next Closing Date. 4. The Offeror has the right subject to the Takeovers Code to extend the Partial Offer until such date as it may determine or as permitted by the Executive in accordance with the Takeovers Code. Pursuant to Rule 28.4 of the Takeovers Code: (a) if on a Closing Date acceptances received equal or exceed the precise number of Shares stated in this Offer Document the Offeror must declare the Partial Offer unconditional as to acceptances and extend the Final Closing Date to the 14th day thereafter and the Offeror cannot further extend the Final Closing Date; (b) if the acceptance condition is fulfilled during the period between the Despatch Date and the date which is 14 days before the First Closing Date the Offeror must declare the Partial Offer unconditional as to acceptances on the day the acceptance condition is met provided that the Partial Offer would remain open for acceptance for not less than 14 days thereafter and the Offeror cannot extend the First Closing Date and the Final Closing Date would be on (but no earlier than) the First Closing Date ; or (c) if the acceptance condition is fulfilled within the 14-days period before the First Closing Date the Partial Offer would remain open for acceptance for 14 days after the Partial Offer is declared unconditional as to acceptance (i.e. the Final Closing Date). The Offeror will make an announcement when the Partial Offer becomes unconditional in all respects. 5. The announcement will comply with the disclosure requirements under Rule 19.1 and Note 7 to Rule 19 of the Takeovers Code and will include among other things the results of the Partial Offer and details of the way in which the pro rata entitlement for each accepting Shareholder was determined. 6. Subject to the Partial Offer becoming unconditional remittances in respect of the consideration payable for the Offer Shares tendered under the Partial Offer will be posted by ordinary post to the accepting Shareholders at their own risk as soon as possible but in any event no later than seven business days following the Final Closing Date.– iii –EXPECTED TIMETABLE 7. In accordance with the Takeovers Code except with the consent of the Executive the Partial Offer may not become or be declared unconditional as to acceptances after 7:00 p.m. on the 60th day after the date of this Offer Document. Accordingly unless the Partial Offer has previously become or is declared unconditional as to acceptances the Partial Offer will lapse after 7:00 p.m. on Monday 5 August 2024 unless extended with the consent of the Executive. If the Partial Offer does not become or is not declared unconditional within the time permitted by the Takeovers Code the share certificate(s) and/or transfer receipt(s) received by the Registrar will be returned to the accepting Shareholders in accordance with Rule 20.2 of the Takeovers Code. 8. If there is a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning in force or “extreme conditions” caused by super typhoon in Hong Kong: (a) at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Partial Offer and the latest date for despatch of remittances for the amounts due under the Partial Offer in respect of valid acceptances the latest time for acceptance of the Partial Offer will remain at 4:00 p.m. on the same business day and the latest date for the despatch of remittances will remain on the same business day; or (b) at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Partial Offer and the latest date for despatch of remittances for the amounts due under the Partial Offer in respect of valid acceptances the latest time for acceptance of the Partial Offer and the latest date for the despatch of remittances will be rescheduled on the following business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.Save as mentioned above if the latest time for acceptance of the Partial Offer does not take effect on the date and time as stated above the other dates mentioned above may be affected.The Offeror will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.– iv –DEFINITIONS In this Offer Document unless otherwise defined or the context otherwise requires the following expressions have the following meanings: “acting in concert” has the meaning given to it in the Takeovers Code “Announcement” the announcement dated 2 May 2024 issued by the Offeror in respect of the Partial Offer “associate(s)” has the meaning given to it in the Takeovers Code “Board” the board of Directors “business Day(s)” a day on which the Stock Exchange is open for the transaction of business “CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited “Closing Date” the First Closing Date of the Partial Offer or any subsequent closing date of the Partial Offer as may be extended or revised in accordance with the Takeovers Code “Condition” the condition to which the Partial Offer is subject as setout in the section entitled “The Partial Offer – Conditionto the Partial Offer” in the “Letter from Rainbow Capital” in this Offer Document “connected person(s)” has the meaning given to it under the Listing Rules and the term “connected” shall be construed accordingly “Despatch Date” 6 June 2024 being the date of despatch of this Offer Document to the Shareholders as required by the Takeovers Code “Director(s)” director(s) of the Offeree Company “Executive” the Executive Director of the Corporate Finance Division of the SFC and any of his delegates – 1 –DEFINITIONS “Final Closing Date” the date which is (i) the 14th day after the date on which the Partial Offer is declared unconditional as to acceptances; or (ii) the First Closing Date whichever is the later provided that the Partial Offer will be open for acceptance for at least 28 days following the Despatch Date “First Closing Date” the date stated in this Offer Document as the first closing day of the Partial Offer which shall be at least 28 days following the Despatch Date or such later date as may be extended by the Offeror in accordance with the requirements of the Takeovers Code but may not be longer than the 60th day after the Despatch Date “Form of Acceptance” the form of acceptance and transfer of the Offer Shares in respect of the Partial Offer accompanying this Offer Document “HK$” Hong Kong dollars the lawful currency of Hong Kong “HKSCC” Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Last Trading Day” 28 March 2024 being the last trading day of the Shares on the Stock Exchange prior to the release of the Announcement “Latest Practicable Date” 3 June 2024 being the latest practicable date prior to the printing of this Offer Document for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Offer Document” this document issued by the Offeror in relation to the Partial Offer “Offer Period” the period commenced since 2 May 2024 being the date of the Announcement and ending on Closing Date or the date of the lapse of the Partial Offer in accordance with the Takeovers Code “Offer Price” the price per Offer Share at which the Partial Offer is made in cash being HK$0.018 per Offer Share – 2 –DEFINITIONS “Offer Share(s)” the number of Offer Shares to be purchased by the Offeror from the Qualifying Shareholders under the Partial Offer being 158000000 Offer Shares held by the Qualifying Shareholders which are subject to the Partial Offer “Offeree Company” Wisdom Wealth Resources Investment Holding Group Limited a company incorporated in Bermuda with limited liability the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 0007) “Offeree Document” the response document in respect of the Partial Offer to be issued by the Offeree Company to the Shareholders in accordance with the Takeovers Code “Offeree Group” the Offeree Company and its subsidiaries (from time to time) “Offeror” Mr. Wang Yongkui (王永魁) “Overseas Shareholder(s)” the Shareholder(s) whose address(es) as shown on the register of members of the Offeree Company is/are outside Hong Kong “Partial Offer” the voluntary conditional cash partial offer made by Rainbow Capital for and on behalf of the Offeror to acquire 158000000 Shares (other than those already owned by the Offeror and parties acting in concert with him) at the Offer Price in cash from the Qualifying Shareholders in accordance with the Takeovers Code “PRC” the People’s Republic of China for the purpose of this Offer Document shall exclude Hong Kong the Macau Special Administrative Region of the PRC and Taiwan “Pre-Condition” the pre-condition to the making of the Partial Offer as setout in the section headed “PRE-CONDITIONALVOLUNTARY CASH PARTIAL OFFER – Pre-Conditionto the Partial Offer” in this Offer Document which has been satisfied on 10 May 2024 as disclosed in the announcement of the Offeror dated 10 May 2024 in relation to the update on the Partial Offer “Qualifying Shareholder(s)” Shareholder(s) other than the Offeror and parties acting in concert with him – 3 –DEFINITIONS “Rainbow Capital” Rainbow Capital (HK) Limited a corporation licensed under the SFO to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities being the financial adviser to the Offeror in respect of the Partial Offer “Registrar” Tricor Standard Limited the branch share registrar and transfer office of the Offeree Company in Hong Kong located at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong “Relevant Period” the period commencing from 2 November 2023 being the date falling six months immediately preceding the commencement of the Offer Period up to and including the Latest Practicable Date “relevant securities” has the meaning given to it under Note 4 to Rule 22 of the Takeovers Code “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)” ordinary share(s) of HK$0.2 each in the share capital of the Offeree Company “Shareholder(s)” registered holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning given to it under the Listing Rules “Takeovers Code” The Code on Takeovers and Mergers published by the SFC as amended supplemented or otherwise modified from time to time “%” per cent.– 4 –LETTER FROM RAINBOW CAPITAL 6 June 2024 To the Shareholders Dear Sir or Madam VOLUNTARY CONDITIONAL CASH PARTIAL OFFER BY RAINBOW CAPITAL (HK) LIMITED FOR AND ON BEHALF OF MR. WANG YONGKUI TO ACQUIRE 158000000 SHARES IN WISDOM WEALTH RESOURCES INVESTMENT HOLDING GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED BY MR. WANG YONGKUI AND PARTIES ACTING IN CONCERT WITH HIM) INTRODUCTION Reference is made to the Announcement.On 30 April 2024 (after trading hours) the Offeror notified the Offeree Company that he has firm intention to make the Partial Offer (in compliance with the Takeovers Code) to acquire 158000000 Offer Shares (representing approximately 4.71% of the Offeree Company’s issued share capital as at the date of the Announcement) not already owned by the Offeror and parties acting in concert with him at the Offer Price of HK$0.018 per Offer Share.The making of the Partial Offer was subject to the satisfaction of the Pre-Condition being the obtaining of consent from the Executive in respect of the Partial Offer pursuant to Rule 28.1 of the Takeovers Code. Reference is also made to the announcement of the Offeror dated 10 May 2024 in relation to the update on the Partial Offer. As disclosed in such announcement on 10 May 2024 the Offeror announced that the Pre-Condition has been satisfied on 10 May 2024.As at the Latest Practicable Date the Offeror and parties acting in concert with him were not interested directly or indirectly in any voting rights or rights over any Shares convertible securities warrants or options of the Offeree Company or any derivatives in respect of such securities.– 5 –LETTER FROM RAINBOW CAPITAL As at the Latest Practicable Date the Offeree Company has 3355140697 Shares in issue.The Offeree Company does not have any outstanding options derivatives warrants or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) which are convertible or exchangeable into Shares nor has it entered into any agreement for the issue of such options derivatives warrants or securities which are convertible or exchangeable into Shares.This letter forms part of this Offer Document and sets out among other things principal terms of the Partial Offer together with the information on the Offeror and the intention of the Offeror regarding the Group. Further details of the terms and procedures of acceptance of the Partial Offer are set out in Appendix I to this Offer Document and the accompanying Form of Acceptance.THE PARTIAL OFFER Principal terms of the Partial Offer The Partial Offer is made by Rainbow Capital for and on behalf of the Offeror in compliance with the Takeovers Code on the basis set out below: For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.018 in cash The Offer Price of HK$0.018 per Share was determined after taking into account among other things the financial performance of the Offeree Company the trading liquidity of the Shares and the historical closing prices of the Shares which demonstrated a general downward trend and the prospect of the Offeree Company.The Partial Offer is extended to all Qualifying Shareholders in accordance with the requirements of the Takeovers Code.The procedures for acceptance and further details of the Partial Offer are set out in Appendix I to this Offer Document and the accompanying Form of Acceptance.Pursuant to the Takeovers Code the Offeree Document will be issued by the Offeree Company with the inclusion of the views of the Board and the independent committee of the Offeree Company on the Partial Offer and the written advice of the independent financial adviser of the Offeree Company in relation to whether the Partial Offer is fair and reasonable or not and the reasons therefor. The Shareholders are advised to read the Offer Document and the Offeree Document before taking any action in respect of the Partial Offer.Pre-Condition to the Partial Offer As disclosed in the Announcement the making of the Partial Offer was subject to the obtaining of consent from the Executive in respect of the Partial Offer pursuant to Rule 28.1 of the Takeovers Code.– 6 –LETTER FROM RAINBOW CAPITAL As disclosed in the announcement of the Offeror dated 10 May 2024 in relation to the update on the Partial Offer the Offeror announced that the Pre-Condition had been satisfied on 10 May 2024. Condition to the Partial Offer The Partial Offer is subject to the Condition that valid acceptances being received (and not where permitted withdrawn) in respect of a minimum of 158000000 Offer Shares at or before 4:00 p.m. (Hong Kong time) on the First Closing Date which shall be at least 28 days following the Despatch Date of the Offer Document issued by the Offeror in respect of the Partial Offer or such later date as may be extended by the Offeror in accordance with the requirements of the Takeovers Code.In the event that valid acceptances are received: (i) for less than the required number of 158000000 Offer Shares by the First Closing Date unless the First Closing Date is extended in accordance with the requirements of the Takeovers Code the Partial Offer will not proceed and will lapse immediately; and (ii) for not less than the required number of 158000000 Offer Shares on or before the First Closing Date the Offeror will declare the Partial Offer unconditional as to acceptances on or before the First Closing Date.Pursuant to Rule 15.1 of the Takeovers Code where the offeree board circular is posted after the date of the Offer Document the Partial Offer must initially be open for acceptance for at least 28 days following the Despatch Date.Pursuant to Rule 15.3 of the Takeovers Code where a conditional offer becomes or is declared unconditional (whether as to acceptances or in all respects) it should remain open for acceptance for not less than 14 days thereafter. Pursuant to Rule 28.4 of the Takeovers Code if the Partial Offer has been declared unconditional as to acceptances prior to the First Closing Date provided that Rule 15.3 of the Takeovers Code is complied with the Offeror cannot extend the Final Closing Date to a day beyond the 14th day after the First Closing Date.Accordingly if the acceptance condition is fulfilled during the period between the Despatch Date and the date which is 14 days before the First Closing Date the Offeror must declare the Partial Offer unconditional as to acceptances on the day the acceptance condition is met provided that the Partial Offer would remain open for acceptance for not less than 14 days thereafter and the Offeror cannot extend the First Closing Date and the Final Closing Date would be on (but no earlier than) the First Closing Date. If the acceptance condition is fulfilled within the 14-days period before the First Closing Date the Partial Offer would remain open for acceptance for 14 days after the Partial Offer is declared unconditional as to acceptance (i.e. the Final Closing Date).– 7 –LETTER FROM RAINBOW CAPITAL The Offeror will issue an announcement in relation to the revision extension or lapse of the Partial Offer or the fulfilment of the Condition in accordance with the Takeovers Code and the Listing Rules. The latest time on which the Offeror can declare the Partial Offer unconditional in all respects is 7:00 p.m. on the 60th day after the Despatch Date (or such later date to which the Executive may consent).WARNING: Shareholders and potential investors of the Offeree Company should note that the Partial Offer will be subject to the satisfaction of the Condition. Accordingly the Partial Offer may or may not become unconditional and will lapse if it does not become unconditional. Shareholders and potential investors of the Offeree Company are advised to exercise caution when dealing in the securities of the Offeree Company. Persons who are in doubt as to the action they should take should consult their licensed securities dealers or registered institutions in securities bank managers solicitors professional accountants or other professional advisers.Comparison of value for the Offer Price The Offer Price of HK$0.018 per Offer Share represents: (i) a discount of approximately 43.75% to the closing price of HK$0.032 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of approximately 44.44% to the average of the closing prices of the Shares of approximately HK$0.0324 as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day; (iii) a discount of approximately 43.22% to the average of the closing prices of the Shares of approximately HK$0.0317 as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Day; (iv) a discount of approximately 27.42% to the average of the closing prices of the Shares of approximately HK$0.0248 as quoted on the Stock Exchange for the last thirty consecutive trading days up to and including the Last Trading Day; (v) a discount of approximately 98.54% to the audited consolidated net asset value attributable to the Shareholders of approximately HK$1.2350 per Share as at 31 December 2022 calculated based on the audited consolidated net asset value attributable to the shareholders of approximately HK$4143.6 million as at 31 December 2022 and 3355140697 Shares in issue as at the Latest Practicable Date; and – 8 –LETTER FROM RAINBOW CAPITAL (vi) a discount of approximately 98.48% to the unaudited consolidated net asset value attributable to the Shareholders of approximately HK$1.1854 per Share as at 30 June 2023 calculated based on the unaudited consolidated net asset value attributable to the Shareholders of HK$3977.3 million as at 30 June 2023 and 3355140697 Shares in issue as at the Latest Practicable Date.With reference to the announcements of the Offeree Company dated 28 March 2024 15 April 2024 and 14 May 2024 as the Offeree Company could not publish its annual results announcement for the year ended 31 December 2023 by 31 March 2024 trading in the Shares on the Stock Exchange has been suspended since 2 April 2024 up to the Latest Practicable Date. As at the Latest Practicable Date the audited financial results of the Offeree Company for the year ended 31 December 2023 remained outstanding. Based on the announcement of the Offeree Company dated 14 May 2024 the Offeree Company estimates that the audited financial results of the Offeree Company for the year ended 31 December 2023 will be published on or before 14 June 2024.Highest and lowest Share prices The highest closing price of the Shares quoted on the Stock Exchange during the Relevant Period was HK$0.119 per Share on 9 October 2023.The lowest closing price of the Shares quoted on the Stock Exchange during the Relevant Period was HK$0.016 per Share on 13 March 2024.Total value of the Partial Offer Assuming valid acceptances of the Partial Offer for the required number of 158000000 Offer Shares have been tendered by the Qualifying Shareholders and based on the Offer Price of HK$0.018 per Offer Share the total cash consideration payable by the Offeror to purchase the 158000000 Offer Shares from the Qualifying Shareholders under the Partial Offer will be HK$2844000.Financial resources available for the Partial Offer The Offeror will finance the consideration payable under the Partial Offer by his personal savings.Rainbow Capital as the financial adviser to the Offeror is satisfied that sufficient financial resources are available to the Offeror to satisfy the consideration payable by the Offeror under the Partial Offer.Acceptance of the Partial Offer Shareholders may accept the Partial Offer in respect of some or all of the Shares held by them. Subject to the Partial Offer becoming unconditional in all respects if valid acceptances – 9 –LETTER FROM RAINBOW CAPITAL are received for more than the required number of Offer Shares on the date which is (i) the 14th day after the date on which the Partial Offer is declared unconditional as to acceptances; or (ii) the First Closing Date whichever is the later provided that the Partial Offer will be open for acceptance for at least 28 days following the Despatch Date the total number of Offer Shares to be taken up by the Offeror from each accepting Qualifying Shareholder will be determined by the total number of Offer Shares tendered for acceptance in accordance with the following formula: A x C B A = the number of Offer Shares under the Partial Offer (i.e. 158000000 Offer Shares) B = the total number of Offer Shares validly tendered for acceptance by all Qualifying Shareholders under the Partial Offer C = the number of Offer Shares tendered for acceptance by the relevant individual Qualifying Shareholder under the Partial Offer Partial nature of the Partial Offer and effect of fractions It is possible that if a Qualifying Shareholder tenders all his/her Shares for acceptance under the Partial Offer not all of such Shares will be taken up.Fractions of Offer Shares will not be taken up under the Partial Offer and accordingly the number of Offer Shares that the Offeror will take up from each Qualifying Shareholder in accordance with the above formula will be rounded up or down to the nearest whole number at the discretion of the Offeror and in any event the total number of Offer Shares to be taken up by the Offeror will not exceed the number of Offer Shares.Odd lots Shareholders should note that acceptance of the Partial Offer may result in holding odd lots of Shares. Accordingly Ms. Gigi Wong of Silverbricks Securities Company Limited whose address is at Rooms 1004–1006 10/F. China Merchants Tower Shun Tak Centre 168–200 Connaught Road Central Sheung Wan Hong Kong (telephone number: (852) 3998 5131 office hours: 9:30 a.m. to 4:30 p.m.) has been appointed by the Offeror to match sales and purchases of odd lot holdings of Shares in the market for a period of six weeks following the closing of the Partial Offer to enable such Shareholders to dispose of their odd lots or to top up their odd lots to whole board lots. Shareholders should note that the matching of odd lots is not guaranteed.– 10 –LETTER FROM RAINBOW CAPITAL Effect of accepting the Partial Offer Acceptance of the Partial Offer by any Qualifying Shareholder will constitute a warranty by such Qualifying Shareholder to the Offeror that the Shares sold by it to the Offeror under the Partial Offer are fully paid free from all liens charges encumbrances rights of preemption and any other third party rights of any nature and together with all rights and benefits at any time accruing and attaching thereto including all rights to any dividend or other distributions the record date of which falls on or after the Final Closing Date. As at the Latest Practicable Date the Offeree Company has not declared any dividends or other distributions which remain unpaid.If after the Latest Practicable Date and up to the Final Closing Date any dividend and distributions is declared in respect of the Offer Shares and the record date of which falls on or before the Final Closing Date the Offeror reserves the right to reduce the Offer Price by an amount equal to the amount of such dividend or distributions declared made or paid in respect of each Offer Share in which case any reference in this Offer Document or any other announcement or document to the Offer Price will be deemed to be a reference to the Offer Price as so reduced.Based on the published information of the Offeree Company available to the public as at the Latest Practicable Date there has been no dividend or distribution declared by the Offeree Company for the financial year ended 31 December 2022 and up to the Latest Practicable Date.Acceptance of the Partial Offer shall be irrevocable and shall not be capable of being withdrawn except as permitted under the Takeovers Code.Settlement of consideration Settlement of the consideration payable by the Offeror in respect of acceptance of the Partial Offer will be made as soon as possible but in any event no later than seven (7) business days (as defined in the Takeovers Code) after the Final Closing Date.No fractions of a cent will be payable and the amount of cash consideration payable to any person who accept the Partial Offer will be rounded up to the nearest cent.Hong Kong stamp duty The seller’s Hong Kong ad valorem stamp duty arising in connection with acceptance of the Partial Offer will be payable by the Qualifying Shareholders who accept the Partial Offer at a rate of 0.1% of (i) the consideration payable by the Offeror in respect of the relevant acceptance of the Partial Offer; or (ii) the market value of the Offer Shares whichever is higher and such stamp duty will be deducted from the cash amount payable by the Offeror to such Qualifying Shareholders on acceptance of the Partial Offer.The Offeror will arrange for payment of the seller’s Hong Kong ad valorem stamp duty on behalf of the Qualifying Shareholders that accept the Partial Offer and will pay the buyer’s Hong Kong ad valorem stamp duty in connection with the acceptance of the Partial Offer and the transfer of the Offer Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong).– 11 –LETTER FROM RAINBOW CAPITAL Return of documents If the Partial Offer does not become or is not declared unconditional in all respects within the time permitted by the Takeovers Code or is withdrawn or lapsed the share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) received by the Registrar will be returned to persons who have accepted the Partial Offer by ordinary post at his/her own risk as soon as possible but in any event no later than seven (7) business days after the Partial Offer is withdrawn or lapsed.If part of the Shares tendered by the Qualifying Shareholders are not taken up by the Offeror under the Partial Offer the share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) for the Shares not taken up by the Offeror will be returned to persons who have accepted the Partial Offer by ordinary post at his/her own risk as soon as possible but in any event no later than seven (7) business days following the Final Closing Date.Taxation advice Qualifying Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Partial Offer. None of the Offeror and parties acting in concert with him Rainbow Capital and their respective ultimate beneficial owners directors officers advisers agents or associates or any other person involved in the Partial Offer accepts responsibility for any taxation effects on or liabilities of any persons as a result of their acceptance or rejection of the Partial Offer.Overseas Shareholders The Partial Offer is made to all Qualifying Shareholders including the Overseas Shareholders and a copy of this Offer Document will be sent to each Shareholder with registered addresses in Hong Kong or jurisdictions outside Hong Kong. The making of the Partial Offer to persons who are not residents in Hong Kong or who have registered addresses outside Hong Kong may be prohibited or affected by the applicable laws and regulations of their relevant jurisdictions of residence.Overseas Shareholders who are citizens residents or nationals of a jurisdiction outside Hong Kong should satisfy themselves as to the observance of any applicable legal or regulatory requirements in their own jurisdictions and where necessary consult their own professional advisers. It is the responsibilities of any such persons who wish to accept the Partial Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with therewith (including the obtaining of any governmental exchange control or other consents which may be required or the compliance with other necessary formalities or legal requirements or the payment of any transfer or other taxes due from such persons in respect of such jurisdictions).– 12 –LETTER FROM RAINBOW CAPITAL Any acceptance of the Partial Offer by any Qualifying Shareholders will be deemed to constitute a representation and warranty from such Qualifying Shareholders to the Offeror that the local laws and requirements have been complied with. The Overseas Shareholders should consult their professional advisers if in doubt.SHAREHOLDING STRUCTURE OF THE OFFEREE COMPANY AND EFFECT OF THE PARTIAL OFFER Assuming that there will be no change to the issued share capital of the Offeree Company and no other change to the shareholding between the Latest Practicable Date and up to the Final Closing Date the shareholding structure of the Offeree Company as at the Latest Practicable Date and immediately upon completion of the Partial Offer is set out below: Immediately upon completion of the Partial Offer assuming all Qualifying Shareholders tender 100% of their Shares Name of shareholders of the As at the Latest for acceptance under Offeree Company Notes Practicable Date the Partial Offer No. of Shares % No. of Shares % Guangdong Merchants Investment 1 808610000 24.10 770531007 22.97 Holding Limited Wealthy Planet Group Limited 2 423681500 12.63 403729527 12.03 Rich International Finance 3 255022913 7.60 243013396 7.24 Limited Gaozhou City Longyuan Xintiandi 4 195000000 5.81 185817077 5.54 Real Estate Development Company Limited The Offeror and parties acting in 5 – – 158000000 4.71 concert with him Other shareholders 1672826284 49.86 1594049691 47.51 Total 3355140697 100.00 3355140697 100.00 Notes: 1. Guangdong Merchants Investment Holding Limited is a company wholly-owned by Guangdong Merchants Investment Holding Group Limited. Guangdong Merchants Investment Holding Group Limited is a company wholly-owned by Mr. Xu Jun Jia an executive Director and the chairman of the Offeree Company. 2. Wealthy Planet Group Limited is a company wholly-owned by Mr. He Yaokun. 3. Rich International Finance Limited is a company wholly-owned by Mr. Liang Weiqiang and is public Shareholder.– 13 –LETTER FROM RAINBOW CAPITAL 4. Gaozhou City Longyuan Xintiandi Real Estate Development Company Limited is a company ultimately owned by Mr. Yang Bo and is a public Shareholder. 5. The Offeror will be a public Shareholder immediately upon completion of the Partial Offer. The Offeror does not have any relationship with each of the other substantial shareholders of the Offeree Company and they are not parties acting in concert with the Offeror.INFORMATION ON THE OFFEREE GROUP The Offeree Group is principally engaged in (i) trading of electronic products and equipment in Hong Kong and the PRC; (ii) mineral mining oil and gas exploration and production in Madagascar and Papua New Guinea; (iii) provision of financial services in Hong Kong; and (iv) property development and investment in the PRC.The following table is a summary of certain financial information of the Offeree Group for the six months ended 30 June 2023 as extracted from the Offeree Company’s interim report for the six months ended 30 June 2023 and audited consolidated financial information of the Offeree Group for the two financial years ended 31 December 2021 and 2022 as extracted from the annual report of the Offeree Company for the year ended 31 December 2022: For the year ended For the six months ended 31 December 30 June 2021202220222023 (HK$’000) (HK$’000) (HK$’000) (HK$’000) (audited) (audited) (unaudited) (unaudited) Revenue 522404 511537 186572 219860 Profit/(loss) before taxation 392602 356315 344929 (45817) Profit/(loss) attributable to the Shareholders 267895 250227 249989 (45696) As at 31 December 2022 the audited consolidated net assets of the Offeree Company were approximately HK$4145.3 million of which approximately HK$4143.6 was attributable to the Shareholders. As at 30 June 2023 the unaudited consolidated net assets of the Offeree Company were approximately HK$3978.7 million of which approximately HK$3977.3 million was attributable to the Shareholders.With reference to the announcements of the Offeree Company dated 28 March 2024 15 April 2024 and 14 May 2024 as additional time is required for the valuation works of the constructure plan of a property development project of the Offeree Company and the assessment of going concern the auditor of the Offeree Company has not completed the audit of the consolidated financial statements of the Offeree Company for the year ended 31 December 2023 (the “2023 Annual Results”). The Offeree Company estimates that the 2023 Annual Results will be published on or before 14 June 2024. Due to the delay in publication of the 2023 Annual Results the trading in the Shares on the Stock Exchange has been suspended from 2 April 2024 (the “Trading Suspension”).– 14 –LETTER FROM RAINBOW CAPITAL INFORMATION ON THE OFFEROR The Offeror age 39 is a merchant in the PRC with his businesses covering the field of import and export trading property investment and medical investment. He has over 10 years of experience in investment and import and export trading. He is currently the controlling shareholder and a director of 深圳市中港创富投资发展有限公司 (Shenzhen Zhonggang Chuangfu Investment Development Company Limited*) a company established in the PRC and principally engaged in investment and import and export trading. He is also the sole shareholder and a director of 粤港澳融熙(广州)投资有限公司 (YueGangAo Rongxi (Guangzhou) Investment Company Limited*) a company established in the PRC and principally engaged in property and other investment and import and export trading.REASONS FOR THE PARTIAL OFFER The Offeror believes that the stock market in Hong Kong is currently in a valuation depression when compared with the global capital market. The Offeror has confidence in the long-term development of Hong Kong’s capital market and is keen to make long-term investments in the Hong Kong stock market. The Offeror believes that the Offeree Company’s business in property development and sand mining has long term development potential. In particular the property development business in the PRC has been adversely affected by the depressed property development market and poor sentiment in the PRC. Closely monitoring the business development of the Offeree Group and the industry development trend in the PRC the Offeror is of the view that the property development market will turnaround and the Offeree Group will benefit from the industry-wide support from both national and local governments.With reference to the announcements of the Offeree Company dated 28 August 2023 12 September 2023 5 October 2023 15 November 2023 10 January 2024 7 February 2024 20 March 2024 25 March 2024 and 6 May 2024 the Offeror noted that the Offeree Company received a winding up petition (the “Petition”) from Shinny Solar Limited for the winding-up of the Offeree Company which claims for an outstanding principal of a loan of HK$240000000 and the interest and default interest in the amount of HK$53948523.07. The hearing of the Petition has been adjourned to 11 June 2024. Furthermore due to the delay in publication of the 2023 Annual Results the trading in the Shares on the Stock Exchange has been suspended from 2 April 2024. Nevertheless the Offeror considers that the Offeree Company has value in its assets. Given the existence of the Petition and the loss-making performance for the six months ended 30 June 2023 the Offeror considers that such circumstances have resulted in the decrease in the price of the Shares in the past year. Based on the Offeror’s assessment the market price of the Shares is extremely undervalued. The closing price of the Shares was HK$0.032 per Share on the Last Trading Day representing a deep discount of approximately 97.30% to the unaudited consolidated net asset value attributable to the Shareholders of approximately HK$1.1854 per Share as at 30 June 2023. Therefore the Offeror considers that the Partial Offer represents an opportunity for him to acquire shares of the Offeree Company which has value in its assets notwithstanding the risk that the Shares may be subject to prolonged trading suspension or even delisting if the 2023 Annual Results could not be published as scheduled. While balancing with the risk posed by the Trading Suspension and considering his own financial resources needed for – 15 –LETTER FROM RAINBOW CAPITAL the Partial Offer the Offeror did not make a full general offer for all the Shares and intends to acquire approximately 4.71% of the issued share capital of the Offeree Company. However the Trading Suspension and the low trading liquidity of the Shares make it difficult for the Offeror to acquire such number of the Shares in the open market. As such the Offeror proposes to initiate the Partial Offer instead of a full general offer for the purpose of investment. The increase in shareholding in the Offeree Company by the Offeror and parties acting in concert with him can also demonstrate the Offeror’s confidence towards the prospects of the Offeree Group.PUBLIC FLOAT OF THE OFFEREE COMPANY The Stock Exchange has stated that if at the closing of the Partial Offer less than the minimum prescribed percentage applicable to the Offeree Company being 25% of the issued Shares are held by the public or if the Stock Exchange believes that: (i) a false market exists or may exist in the trading of the Shares; or (ii) 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.As at the Latest Practicable Date the Offeree Company has a public float of approximately 63.27% of the Shares in issue. Assuming (i) full acceptances of the number of Offer Shares under the Partial Offer by the Qualifying Shareholders; and (ii) that there are no changes to the issued share capital of the Offeree Company between the Latest Practicable Date and up to the Final Closing Date the Offeree Company will have a public float of above 25% of the Shares in issue immediately following the close of the Partial Offer. Accordingly the number of Shares in public hands will continue to meet the 25% minimum public float requirement under Rule 8.08 of the Listing Rules. As required to be disclosed pursuant to Rule 14.81(1) of the Listing Rules the Offeror intends that the Offeree Company remains listed on the Stock Exchange. The Offeror undertakes to the Stock Exchange to take appropriate steps if required to ensure that sufficient public float exists in the Shares as a result of the Partial Offer.ACCEPTANCE AND SETTLEMENT OF THE PARTIAL OFFER Your attention is drawn to the details regarding the procedures for acceptance and settlement of the Partial Offer as set out in Appendix I to this Offer Document and the accompanying Form of Acceptance.COMPULSORY ACQUISITION The Offeror will not have the power of compulsory acquisition of any Offer Shares outstanding and not acquired under the Partial Offer after the close of the Partial Offer.– 16 –LETTER FROM RAINBOW CAPITAL GENERAL All documents and remittances will be sent to the Shareholders by ordinary post at their own risk. These documents and remittances will be sent to them at their respective addresses as they appear in the register of members or in case of joint holders to the Shareholder whose name appears first in the said register of members. None of the Offeror parties acting in concert with him Rainbow Capital and their respective ultimate beneficial owners directors advisers agents or associates or any other person involved in the Partial Offer will be responsible for any loss or delay in transmission of such documents and remittances or any other liabilities that may arise as a result thereof.ADDITIONAL INFORMATION Your attention is drawn to the additional information regarding the Partial Offer set out in the appendices to this Offer Document and the accompanying Form of Acceptance which form part of this Offer Document.Yours faithfully For and on behalf of Rainbow Capital (HK) Limited Larry Choi Managing Director – 17 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER 1. GENERAL PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER To accept the Partial Offer you should complete and sign the accompanying Form of Acceptance in accordance with the instructions printed thereon which instructions form part of the terms of the Partial Offer.(i) If the Share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities in respect thereof) (if applicable) in respect of the Shares is/are in the name of the Qualifying Shareholder(s) and he/she/it wishes to accept the Partial Offer whether in full or in respect of part of his/her/its holding of the Shares he/she/it should complete and return the accompanying Form of Acceptance in accordance with the instructions printed in this Offer Document and on the Form of Acceptance. The instructions in this Offer Document should be read together with the instructions on the Form of Acceptance (which instructions form part of the terms of the Partial Offer).(ii) In order to be valid the completed Form of Acceptance should be forwarded together with the Share certificate(s) transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) for not less than the number of Shares in respect of which the relevant Qualifying Shareholder wishes to accept the Partial Offer by post or by hand to the Registrar at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong in anenvelope marked “Wisdom Wealth Resources Investment Holding Group Limited –Partial Offer” as soon as possible after receipt of the Form of Acceptance but in any event so as to reach the Registrar by no later than 4:00 p.m. (Hong Kong time) on the Final Closing Date or such later time and/or date as the Offeror may decide and announce and the Executive may approve.(iii) Unless the Partial Offer is extended or revised in accordance with the Takeovers Code no Form of Acceptance received after the Final Closing Date will be accepted.(iv) If the Form of Acceptance is executed by a person other than the registered holder appropriate documentary evidence of authority (e.g. a grant of probate or certified copy of a power of attorney) to the satisfaction of the Registrar must be delivered to the Registrar with the completed Form of Acceptance.(v) No acknowledgement of receipt of any Form of Acceptance Share certificate(s) transfer receipt(s) or other document(s) of title (and/or any indemnity or indemnities in respect thereof) (if applicable) will be given.– 18 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER (vi) In relation to any acceptance(s) of the Partial Offer in respect of Shares held in CCASS the Offeror reserves the right to make such alterations additions or modifications to the terms of the Partial Offer as may be necessary or desirable to give effect to any purported acceptance of the Partial Offer whether to comply with the facilities or requirements of CCASS or otherwise provided such alterations additions or modifications are consistent with the requirements of the Takeovers Code and any applicable laws and regulations or are otherwise made with the Executive’s consent. 2. ACCEPTANCE OF THE PARTIAL OFFER Shareholders may accept the Partial Offer in respect of some or all of the Shares held by them. Subject to the Partial Offer becoming unconditional in all respects if valid acceptances are received for more than the required number of Offer Shares on the date which is (i) the 14th day after the date on which the Partial Offer is declared unconditional as to acceptances; or (ii) the First Closing Date whichever is the later provided that the Partial Offer will be open for acceptance for at least 28 days following the Despatch Date the total number of Offer Shares to be taken up by the Offeror from each accepting Qualifying Shareholder will be determined by the total number of Offer Shares tendered for acceptance in accordance with the following formula: A x C B A = the number of Offer Shares under the Partial Offer (i.e. 158000000 Offer Shares) B = the total number of Offer Shares validly tendered for acceptance by all Qualifying Shareholders under the Partial Offer C = the number of Offer Shares tendered for acceptance by the relevant individual Qualifying Shareholder under the Partial Offer 3. PARTIAL NATURE OF THE PARTIAL OFFER AND EFFECT OF FRACTIONS (i) It is possible that if a Qualifying Shareholder tenders all his/her/its Shares for acceptance under the Partial Offer not all of such Shares will be taken up.(ii) Fractions of Offer Shares will not be taken up under the Partial Offer and accordingly the number of Offer Shares that the Offeror will take up from each Qualifying Shareholder in accordance with the above formula will be rounded up or down to the nearest whole number at the discretion of the Offeror and in any event the total number of Offer Shares to be taken up by the Offeror will not exceed the number of Offer Shares.– 19 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER 4. NOMINEE HOLDINGS (a) If the Share certificate(s) transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) in respect of a Qualifying Shareholder’s Share(s) is/are in the name of a nominee company or some name other than his/her/its own and such Qualifying Shareholder wishes to accept the Partial Offer (either in full or in respect of part of his/her/its holding(s) of Shares) he/she/it must either: (a) lodge the Share certificate(s) transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) with the nominee company or other nominee with instructions authorising it to accept the Partial Offer on his/her/its behalf and requesting it to deliver the Form of Acceptance duly completed and signed together with the relevant Share certificate(s) transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) to the Registrar within such deadline (which may be earlier than the deadline specified under the Partial Offer) as may be stipulated by the nominee; or (b) arrange for the Shares to be registered in his/her/its name by the Offeree Company through the Registrar and send the Form of Acceptance duly completed and signed together with the relevant Share certificate(s) transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) to the Registrar on or before 4:00 p.m. (Hong Kong time) on the Final Closing Date or such later time and/or date as the Offeror may decide and announce and the Executive may approve; or (c) where his/her/its Shares have been deposited in CCASS via his/her/its licensed securities dealer/broker/custodian bank instruct his/her/its licensed securities dealer/broker/custodian bank to authorise HKSCC Nominees Limited to accept the Partial Offer on his/her/its behalf on or prior to the deadline set by HKSCC Nominees Limited or any other date as shall be determined by HKSCC Nominees Limited. In order to meet the deadline set by HKSCC Nominees Limited that Qualifying Shareholder should check with his/her/its licensed securities dealer/ broker/custodian bank for the timing on processing his/her/its instruction and submit such instruction to his/her/its licensed securities dealer/broker/custodian bank as required by them; or – 20 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER (d) if the Shares have been lodged with his/her/its investor participant account with CCASS authorise his/her/its instruction via the CCASS phone system or CCASS internet system no later than one business day before the deadline set by HKSCC Nominees Limited or any other date as shall be determined by HKSCC Nominees Limited.(b) Qualifying Shareholders with a nominee holding of Shares should ensure that they undertake the above applicable course of action promptly to allow their nominee(s) sufficient time to complete the acceptance procedure on his/her/its behalf before the Final Closing Date or such later time and/or date as the Offeror may decide and announce and the Executive may approve. 5. TIMING OF ACCEPTANCES UNDER THE PARTIAL OFFER Pursuant to Rule 15.1 of the Takeovers Code where the offeree board circular is posted after the date of the Offer Document the Partial Offer must initially be open for acceptance for at least 28 days following the Despatch Date.Pursuant to Rule 15.3 of the Takeovers Code where a conditional offer becomes or is declared unconditional (whether as to acceptances or in all respects) it should remain open for acceptance for not less than 14 days thereafter. Pursuant to Rule 28.4 of the Takeovers Code if the Partial Offer has been declared unconditional as to acceptances prior to the First Closing Date provided that Rule 15.3 of the Takeovers Code is complied with the Offeror cannot extend the Final Closing Date to a day beyond the 14th day after the First Closing Date.Accordingly if the acceptance condition is fulfilled during the period between the Despatch Date and the date which is 14 days before the First Closing Date the Offeror must declare the Partial Offer unconditional as to acceptances on the day the acceptance condition is met provided that the Partial Offer would remain open for acceptance for not less than 14 days thereafter and the Offeror cannot extend the First Closing Date and the Final Closing Date would be on (but no earlier than) the First Closing Date. If the Partial Offer is acceptance condition is fulfilled within the 14-days period before the First Closing Date the Partial Offer would remain open for acceptance for 14 days after the Partial Offer is declared unconditional as to acceptance (i.e. the Final Closing Date). 6. RECENT TRANSFERS If a Qualifying Shareholder has lodged transfer(s) of Shares for registration in his/her/its name and has not yet received the Share certificate(s) and wishes to accept the Partial Offer he/she/it should nevertheless complete and sign the Form of Acceptance and deliver it to the Registrar together with the transfer receipt(s) duly signed by him/her/it. Such action will be deemed to be an irrevocable authority to the Offeror and/or Rainbow Capital and/or any of their respective agent(s) or such other person(s) as any of them may direct for the purpose of collecting from the Offeree Company or the Registrar on his/her/its behalf the relevant Share – 21 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER certificate(s) when issued and to deliver such Share certificate(s) subject to the terms of the Partial Offer as if it was/they were delivered to the Registrar with the Form of Acceptance. 7. LOST OR UNAVAILABLE SHARE CERTIFICATES (i) If the Share certificate(s) transfer receipt(s) and/or any other document(s) of title is/are not readily available and/or is/are lost and a Qualifying Shareholder wishes to accept the Partial Offer the Form of Acceptance should nevertheless be completed signed and delivered together with a letter stating that he/she/it has lost one or more of his/her/its Share certificate(s) and/or transfer receipts and/or other document(s) of title or that it/they is/are not readily available to the Registrar so as to reach the Registrar no later than 4:00 p.m. (Hong Kong time) on the First Closing Date or such later time and/or date as the Offeror may decide and announce and the Executive may approve. If the Qualifying Shareholder finds such document(s) or if it/they become available the relevant Share certificate(s) transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) should be forwarded to the Registrar as soon as possible thereafter and in any event no later than 4:00 p.m. (Hong Kong time) on the First Closing Date or such later time and/or date as the Offeror may decide and announce and the Executive may approve.(ii) In addition if a Qualifying Shareholder has lost his/her/its Share certificate(s) transfer receipt(s) and/or any other document(s) of title he/she/it should also write to the Registrar and request a letter of indemnity in respect of the lost Share certificate(s) transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (as the case may be) which when completed in accordance with the instructions given should be returned together with the Form of Acceptance and any Share certificate(s) transfer receipt(s) and/or any other document(s) of title which are available to the Registrar either by post or by hand so as to arrive not later than 4:00 p.m. (Hong Kong time) on the First Closing Date or such later time and/or date as the Offeror may decide and announce and the Executive may approve. In such cases the Qualifying Shareholder will be informed of the fees and/or expenses payable to the Registrar for which he/she/it will be responsible. The Offeror shall have the absolute discretion to decide whether any Shares in respect of which the Share certificate(s) transfer receipt(s) and/or any other document(s) of title is/are not readily available and/or is/are lost will be taken up by the Offeror.– 22 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER 8. SETTLEMENT (i) Provided that the Partial Offer becomes or is declared unconditional in all respects and a duly completed Form of Acceptance and the relevant documents required to tender the relevant acceptance under the Partial Offer are received by the Registrar by no later than 4:00 p.m. (Hong Kong time) on the Final Closing Date or such later time and/or date as the Offeror may decide and announce and the Executive may approve and are in good order in all respects and in accordance with the Takeovers Code the Registrar will send to the relevant accepting Shareholder by ordinary post at his/her/its own risk (a) a remittance for the amount due to him/her/it under the Partial Offer (taking into account any scaling down of his/her/its acceptance seller’s ad valorem stamp duty payable by the relevant accepting Shareholder and if applicable the fees payable to the Registrar in respect of lost or unavailable Share certificates); and (b) (if applicable) any Share certificate(s) and/or any transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities in respect thereof) (if applicable) for Shares not taken up by the Offeror in each case as soon as possible but in any event no later than seven business days following the Final Closing Date.(ii) Settlement of the consideration to which any accepting Shareholder is entitled under the Partial Offer will be implemented in full in accordance with the terms of the Partial Offer (save with respect to payment of seller’s ad valorem stamp duty as set out in paragraph above) without regard to any lien right of set-off counterclaim or other analogous right to which the Offeror may otherwise be or claim to be entitled against such accepting Shareholder.(iii) No fractions of a cent will be payable and the amount of cash consideration payable to an accepting Shareholder will be rounded up to the nearest cent.(iv) If the Partial Offer does not become or is not declared unconditional in all respects within the time permitted by the Takeovers Code or is withdrawn or lapsed the share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) received by the Registrar will be returned to persons who have accepted the Partial Offer by ordinary post at his/her/its own risk as soon as possible but in any event no later than seven business days after the Partial Offer is withdrawn or lapsed.(v) If part of the Shares tendered by the Qualifying Shareholders are not taken up by the Offeror under the Partial Offer the share certificate(s) and/or transfer receipt(s) and/or other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) for the Shares not taken up by the Offeror will be returned to persons who have accepted the Partial Offer by ordinary post at his/her/its own risk as soon as possible but in any event no later than seven business days following the Final Closing Date.– 23 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER 9. EFFECT OF ACCEPTING THE PARTIAL OFFER Acceptance of the Partial Offer by any Qualifying Shareholder will constitute a warranty by such Qualifying Shareholder to the Offeror that the Shares sold by it to the Offeror under the Partial Offer are fully paid free from all liens charges encumbrances rights of pre-emption and any other third party rights of any nature and together with all rights and benefits at any time accruing and attaching thereto including all rights to any dividend or other distributions the record date of which falls on or after the Final Closing Date. Acceptance of the Partial Offer shall be irrevocable and shall not be capable of being withdrawn except as permitted under the Takeovers Code.(i) Right of withdrawal The Form of Acceptance which has been duly completed and received by the Registrar will constitute irrevocable acceptance of the Partial Offer in respect of the number of the Shares inserted in the Form of Acceptance and subject to the terms and conditions set out in this Offer Document except in compliance with Rule 17 of the Takeovers Code which provides that an acceptor of the Partial Offer shall be entitled to withdraw his/her/its acceptance after 21 days from the First Closing Date if the Partial Offer has not by then become unconditional as to acceptances.Furthermore Rule 19.2 of the Takeovers Code relates to failure to announce the results of the Partial Offer as set out in the section headed “Announcements” in this Appendix and provides that the Executive may require that accepting Shareholders be granted a right of withdrawal on terms acceptable to the Executive until the requirements of Rule 19 of the Takeovers Code can be met.If acceptance of the Partial Offer is withdrawn by the accepting Shareholders with the consent of the Executive in accordance with the Takeovers Code the Offeror shall as soon as possible but in any event no later than seven business days thereof return the relevant share certificate(s) and/or transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) in respect of such number of Shares lodged with the Form of Acceptance to the relevant accepting Shareholder(s) by ordinary post.(ii) Representations and warranties If the Qualifying Shareholder is a resident or a citizen outside Hong Kong he/ she/it hereby represents and warrants that (i) all local laws and requirements in connection with such acceptance have been complied with and (ii) the Partial Offer can be accepted by such Qualifying Shareholder under the laws and regulations of the relevant jurisdiction and such acceptance shall be valid and binding in accordance with all applicable laws and regulations. If the Qualifying Shareholders are in doubt with the relevant requirement Qualifying Shareholders should consult their professional advisers.– 24 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER (iii) Appointment and authority Due execution of the Form of Acceptance constitutes an irrevocable instruction to the Offeror or Rainbow Capital or such other person as any of them may direct to complete and execute the Form of Acceptance and/or any other document on behalf of the person accepting the Partial Offer and to do any other acts or things (such as among others due execution of instruments of transfer to effect transfers of Shares accepted by the Qualifying Shareholders pursuant to the Partial Offer to the Offeror and to tender the relevant Share certificate(s) for cancellation) as may be necessary expedient or desirable for the purpose of the Offeror to acquire some or all of the Shares (as the Offeror may in its absolute discretion determine in accordance with the formula as set out in the section headed “Acceptance of the Partial Offer” in this appendix in respect of which such person has accepted the Partial Offer).(iv) Undertakings By executing the Form of Acceptance he/she/it: (a) undertakes to deliver to the Registrar the share certificate(s) transfer receipt(s) and/or any other document(s) of title (and/or any satisfactory indemnity or indemnities required in respect thereof) (if applicable) in respect of the Shares for which the Partial Offer is accepted or an indemnity or indemnities acceptable to the Offeror in lieu thereof or to procure the delivery of such document(s) to the Registrar as soon as possible thereafter and in any event no later than 4:00 p.m. (Hong Kong time) on the Final Closing Date or such later time and/or date as the Offeror may decide and announce and the Executive may approve; (b) undertakes to do all such acts and things and execute all such deeds and documents as may be necessary to carry into effect or to give legal effect to his/her/its acceptance of the Partial Offer including without limitation to sell any Shares in respect of which he/she/it has accepted the Partial Offer free from all liens charges encumbrances rights of pre-emption and any other third party rights of any nature and together with all rights and benefits at any time accruing and attaching thereto including all rights to any dividend or other distributions the record date of which falls on or after the Final Closing Date.(v) General (a) The provisions of the Form of Acceptance and the other terms and conditions in this Offer Document are deemed to be incorporated into the terms and conditions of the Partial Offer.– 25 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER (b) The Offeror or such other person as the Offeror may direct is authorised to despatch by post the consideration to which the Qualifying Shareholder is entitled at his/her/its risk to the address of the registered Shareholder or the first named of joint registered Shareholders on the Register or if different to the name and address of the person as specified on the Form of Acceptance.(c) In making their decisions the Qualifying Shareholders must rely on their own examination of the Offeree Group and the terms of the Partial Offer including the merits and risks involved. The contents of this Offer Document together with the Form of Acceptance shall not be construed as any legal or business advice on the part of the Offeror Rainbow Capital or their respective professional advisers. Shareholders should consult their own professional advisers for professional advice in relation to their decisions.(d) The Qualifying Shareholders may accept the Partial Offer by completing the Form of Acceptance in accordance with the instructions set out in the Form of Acceptance (which constitute part of the terms of the Partial Offer). A Form of Acceptance may be rejected as invalid if the procedures contained in this Offer Document and in the Form of Acceptance are not complied with.(e) The Partial Offer and all acceptances of it the Form of Acceptance and all contracts made pursuant to the Partial Offer and all action taken or made or deemed to be taken or made pursuant to these terms will be governed by and construed in accordance with Hong Kong laws. Delivery of a Form of Acceptance will constitute submission to the non-exclusive jurisdiction of the Hong Kong courts.(f) The accidental omission to despatch or the failure of any person to receive this Offer Document or the Form of Acceptance will not invalidate any aspect of the Partial Offer. Extra prints of these documents are available to any Qualifying Shareholder at the office of the Registrar during the period from the date of this Offer Document to the Final Closing Date (both days inclusive) between 9:00 a.m. and 4:00 p.m. (Hong Kong time) from Monday to Friday (other than public holidays) and on the Stock Exchange’s website at www.hkexnews.hk.(g) The Offeror reserves the right subject to the Takeovers Code any applicable law or regulatory requirements and the requirements of the Executive to amend the Offer Price or other terms of the Partial Offer. In the event of such amendment a supplemental document and new Form of Acceptance will be despatched to the Qualifying Shareholders. Any revised Partial Offer will be kept open for at least 14 days following the date on which the revised offer document is posted. If in the course of the Partial Offer the Offeror revises the terms of the Partial Offer all Qualifying Shareholders whether they have accepted the Partial Offer or not will be entitled to the revised terms.– 26 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER (h) The right of acceptance of the Partial Offer is personal to the Qualifying Shareholders and is not capable of being assigned or renounced in favour of others or otherwise transferred by the Qualifying Shareholders.(i) Subject to (a) the terms of the Partial Offer as set out in this Offer Document; (b) the provisions of the Takeovers Code; and (iii) any requirements of the Executive the Offeror shall determine the calculation of the number of Shares to be taken up by the Offeror from each accepting Shareholder the Offer Price to be paid therefor whether an acceptance tendered fully complies with the terms of the Partial Offer and all other questions as to the validity form and eligibility (including the time of receipt) of an acceptance (provided that this is determined consistently with the requirement of the Takeovers Code or otherwise with the Executive’s consent). In the absence of manifest error such a determination by the Offeror shall be conclusive.(j) All communications notices the Form of Acceptance Share certificate(s) transfer receipt(s) other document(s) of title (and/or any indemnity or indemnities in respect thereof) and remittances to be delivered or sent by to or from any Shareholders will be delivered or sent by to and from them or their designated agents at their own risks and none of the Offeror Rainbow Capital the Registrar or any of their respective directors or professional advisers or any other person involved in the Partial Offer accepts any liability for any loss or any other liabilities whatsoever which may arise as a result. 10. OVERSEAS SHAREHOLDERS The Partial Offer is made to all Qualifying Shareholders including the Overseas Shareholders and a copy of this Offer Document will be sent to each Shareholder with registered addresses in Hong Kong or jurisdictions outside Hong Kong. The making of the Partial Offer to persons who are not residents in Hong Kong or who have registered addresses outside Hong Kong may be prohibited or affected by the applicable laws and regulations of their relevant jurisdictions of residence.Overseas Shareholders who are citizens residents or nationals of a jurisdiction outside Hong Kong should satisfy themselves as to the observance of any applicable legal or regulatory requirements in their own jurisdictions and where necessary consult their own professional advisers. It is the responsibilities of any such persons who wish to accept the Partial Offer to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with therewith (including the obtaining of any governmental exchange control or other consents which may be required or the compliance with other necessary formalities or legal requirements or the payment of any transfer or other taxes due from such persons in respect of such jurisdictions).– 27 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER Any acceptance of the Partial Offer by any Qualifying Shareholders will be deemed to constitute a representation and warranty from such Qualifying Shareholders to the Offeror that the local laws and requirements have been complied with. The Overseas Shareholders should consult their professional advisers if in doubt. 11. HONG KONG STAMP DUTY The seller’s Hong Kong ad valorem stamp duty arising in connection with acceptance of the Partial Offer will be payable by the Qualifying Shareholders who accept the Partial Offer at a rate of 0.1% of (i) the consideration payable by the Offeror in respect of the relevant acceptance of the Partial Offer; or (ii) the market value of the Offer Shares whichever is higher and such stamp duty will be deducted from the cash amount payable by the Offeror to such Qualifying Shareholders on acceptance of the Partial Offer.The Offeror will arrange for payment of the seller’s Hong Kong ad valorem stamp duty on behalf of the Qualifying Shareholders that accept the Partial Offer and will pay the buyer’s Hong Kong ad valorem stamp duty in connection with the acceptance of the Partial Offer and the transfer of the Offer Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong) 12. TAXATION ADVICE Qualifying Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Partial Offer. None of the Offeror and parties acting in concert with him Rainbow Capital and their respective ultimate beneficial owners directors officers advisers agents or associates or any other person involved in the Partial Offer accepts responsibility for any taxation effects on or liabilities of any persons as a result of their acceptance or rejection of the Partial Offer. 13. ANNOUNCEMENTS The announcement of the results of the Partial Offer will be issued by the Offeror and posted on the website of the Stock Exchange by 7:00 p.m. on the day when the Partial Offer has become or been declared unconditional in all respects (if such date is prior to the First Closing Date) or on the First Closing Date as the case may be and on the Final Closing Date. Such announcement will comply with the disclosure requirements under Rule 19.1 and Note 7 to Rule 19 of the Takeovers Code and will include among other things the results of the Partial Offer and details of the way in which each accepting Shareholder’s pro-rata entitlement was determined. In any announcement of an extension of the Partial Offer either the next closing date must be stated or if the Partial Offer is unconditional in all respects a statement may be made that the Partial Offer will remain open for acceptance for 14 days thereafter in accordance with the Takeovers Code. The Offeror cannot extend the Final Closing Date to a day beyond the 14th day after the First Closing Date pursuant to Rule 28.4 of the Takeovers Code. – 28 –APPENDIX I FURTHER TERMS AND PROCEDURES FOR ACCEPTANCE OF THE PARTIAL OFFER The results announcements shall specify the total number of Shares: (i) for which acceptances of the Partial Offer have been received; (ii) held controlled or directed by the Offeror or parties acting in concert with it before the Offer Period; and (iii) acquired or agreed to be acquired during the Offer Period by the Offeror or any parties acting in concert with it.The results announcements must include the details of the way in which each of the accepting Shareholder’s pro-rata entitlement was/is to be determined in compliance with Note 7 to Rule 19 of the Takeovers Code.The results announcements must include details of any relevant securities (as defined under Note 4 to Rule 22 of the Takeovers Code) of the Offeree Company which the Offeror or any parties acting in concert with it has borrowed or lent save for any borrowed Shares which have been either on-lent or sold.The results announcements shall include the percentages of the relevant classes of share capital of the Offeree Company and the percentages of voting rights represented by these numbers.If the Offeror any parties acting in concert with it or its advisers make any statement about the level of acceptances or the number or percentage of accepting Shareholders during the Offer Period then the Offeror must make an immediate announcement in compliance with Note 2 to Rule 19 of the Takeovers Code.As required under the Takeovers Code and the Listing Rules all announcements in relation to the Partial Offer in respect of which the Executive and the Stock Exchange have confirmed that they have no further comments thereon will be published on the website of the Stock Exchange.– 29 –APPENDIX II GENERAL INFORMATION RELATING TO THE OFFEROR 1. RESPONSIBILITY STATEMENT The Offeror accepts full responsibility for the accuracy of the information contained in this Offer Document and confirms having made all reasonable inquiries that to the best of his knowledge opinions expressed in this Offer Document have been arrived at after due and careful consideration and there are no other facts not contained in this Offer Document the omission of which would make any statements in this Offer Document misleading.The information relating to the Offeree Company Group in this Offer Document has been extracted from or based on the published information of the Offeree Company. The only responsibility accepted by the Offeror in respect of such information is for the correctness and fairness of the extraction of such information and/or its reproduction or presentation. 2. MARKET PRICES The table below shows the closing price per Share as quoted on the Stock Exchange on (a) the Latest Practicable Date; (b) the Last Trading Day; and (c) the last trading day of each of the calendar months during the Relevant Period.Closing price Date per Share (HK$) 30 November 2023 0.081 29 December 2023 0.074 31 January 2024 0.046 29 February 2024 0.022 28 March 2024 (Last Trading Day) 0.032 Latest Practicable Date 0.032 The trading in the Shares on the Stock Exchange has been suspended from 2 April 2024.During the Relevant Period the highest closing price of the Shares quoted on the Stock Exchange was HK$0.119 per Share on 9 October 2023 and the lowest closing price of the Shares quoted on the Stock Exchange was HK$0.016 per Share on 13 March 2024. 3. INTERESTS IN SECURITIES OF THE OFFEREE COMPANY As at the Latest Practicable Date the Offeror and parties acting in concert with him were not interested directly or indirectly in any voting rights or rights over any Shares convertible securities warrants or options of the Offeree Company or any derivatives in respect of such securities.– 30 –APPENDIX II GENERAL INFORMATION RELATING TO THE OFFEROR 4. DEALING IN SECURITIES OF THE OFFEREE COMPANY During the Relevant Period none of the Offeror or parties acting in concert with him has dealt in any Shares options derivatives warrants or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Offeree Company. The Offeror confirms that as at the Latest Practicable Date: (i) none of the Offeror or parties acting in concert with him has received any irrevocable commitment to accept or approve the Partial Offer; (ii) there is no outstanding derivative in respect of securities in the Offeree Company which has been entered into by the Offeror or parties acting in concert with him; (iii) 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 between any person and the Offeror and/or parties acting in concert with him; (iv) there is no agreement or arrangement to which the Offeror or any of the parties acting in concert with him is a party which relates to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Partial Offer; (v) none of the Offeror or parties acting in concert with him has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Offeree Company; (vi) other than the Offer Price under the Partial Offer there is no other consideration compensation or benefit in whatever form paid or to be paid by the Offeror or parties acting in concert with him in connection with the Partial Offer; (vii) there is no understanding arrangement or agreement or special deal (as defined under Rule 25 of the Takeovers Code) between (1) any Shareholder; and (2) the Offeror and/or parties acting in concert with him; (viii) there is no agreement arrangement or understanding that the securities in the Offeree Company acquired in pursuance of the Partial Offer would be transferred charged or pledged to any other persons; (ix) there was no benefit given or to be given to any Directors as compensation for loss of office or otherwise in connection with the Partial Offer; and (x) there was no agreement arrangement or understanding (including any compensation arrangement) existing between the Offeror or its concert parties and any Directors recent Directors Shareholders or recent Shareholders having any connection with or dependent upon the Partial Offer.– 31 –APPENDIX II GENERAL INFORMATION RELATING TO THE OFFEROR 5. EXPERT AND CONSENT The following is the name and the qualification of the professional adviser whose letter opinion or advice is contained or referred to in this Offer Document: Name Qualifications Rainbow Capital a corporation licensed to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO As at the Latest Practicable Date Rainbow Capital has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion therein of its letter opinion or advice and the references to its name logo and/or its qualifications included herein in the form and context in which it appears. 6. MISCELLANEOUS As at the Latest Practicable Date (i) The correspondence address of the Offeror is 15A Tower 1 Hoi Huan 133 Java Road North Point Hong Kong.(ii) The registered and correspondence address of Rainbow Capital is Office No. 710 7/F Wing On House No. 71 Des Voeux Road Central Hong Kong.(iii) The English text of this Offer Document and the accompanying Form of Acceptance shall prevail over their respective Chinese texts in case of any inconsistency. 7. DOCUMENTS AVAILABLE ON DISPLAY Copies of the following documents are published on the website of the SFC (www.sfc.hk) from the date of this Offer Document up to and including the Final Closing Date: (a) the letter from Rainbow Capital the text of which is set out in this Offer Document; (b) the written consent referred to in the paragraph headed “Expert and Consent” in this Appendix II; and (c) this Offer Document and the accompanying Form of Acceptance.–32–