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 any securities of Eternity Technology Holdings Limited.

Hong Kong Aerospace Technology

Eternity Technology Holdings Limited

Group Limited

恒 達 科 技 控 股 有 限 公 司

香 港 航 天 科 技 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1725)

JOINT ANNOUNCEMENT

  1. DESPATCH OF COMPOSITE DOCUMENT IN RELATION TO MANDATORY UNCONDITIONAL CASH OFFER BY

FOR AND ON BEHALF OF

HONG KONG AEROSPACE TECHNOLOGY GROUP LIMITED

TO ACQUIRE ALL THE ISSUED SHARES OF

ETERNITY TECHNOLOGY HOLDINGS LIMITED

(OTHER THAN THOSE ALREADY OWNED AND/OR AGREED

TO BE ACQUIRED BY THE OFFEROR AND/OR

PARTIES ACTING IN CONCERT WITH IT);

AND

(2) APPOINTMENT OF DIRECTORS

Financial adviser to the Offeror

Financial adviser to the Company

Independent financial adviser to the Independent Board Committee

INCU Corporate Finance Limited

References are made to the joint announcement dated 22 April 2021, and the composite offer and response document dated 13 May 2021 (the "Composite Document"), both jointly issued by Hong Kong Aerospace Technology Group Limited (the "Offeror") and Eternity Technology Holdings Limited (the "Company") in relation to, among other matters, the Offer. Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

− 1 −

(1) DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing, among other things, (i) the expected timetable of the Offer; (ii) a letter from Kingston Securities to the Independent Shareholders in respect of the Offer; (iii) a letter from the Board to the Independent Shareholders in respect of the Offer; (iv) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Offer; and (v) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Offer, together with the accompanying Form of Acceptance, has been despatched to the Independent Shareholders on 13 May 2021 in accordance with the Takeovers Code.

EXPECTED TIMETABLE

The timetable set out below, as reproduced from the Composite Document, is indicative only and may be subject to change. Further announcement(s) will be made in the event that there is any change to the timetable as and when appropriate. Unless otherwise specified, all the time and date references contained in this joint announcement refer to Hong Kong time and dates.

Time & Date

Event

2021

Despatch date of the Composite Document and the Form of Acceptance and commencement date of

the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 13 May

Offer opens for acceptance (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 13 May

Latest time and date for acceptance of the Offer

(Notes 2, 4 and 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . by 4:00 p.m. on Thursday, 3 June

Closing Date (Notes 2, 4 and 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 3 June

Announcement of the results of the Offer as at the Closing Date (or its extension or revision, if any) to be posted on the Stock Exchange's website

(Notes 2 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . not later than 7:00 p.m. on Thursday, 3 June

Latest date for posting of remittances for the amounts due in respect of valid acceptances received under

the Offer (Notes 5 and 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 15 June

− 2 −

Notes:

  1. The Offer, which is unconditional in all respects, is made on the date of the Composite Document, and is capable of acceptance on and from that date until 4:00 p.m. on the Closing Date. Acceptance of the Offer shall be irrevocable and shall not be capable of being withdrawn, except in the circumstances set out in the paragraph headed "6. Right of withdrawal" in Appendix I to the Composite Document.
  2. In accordance with the Takeovers Code, the Offer must initially be opened for acceptance for at least 21 days following the date on which the Composite Document was posted. The Offer will be closed on the Closing Date. The latest time and date for acceptance is at 4:00 p.m. on Thursday, 3 June 2021 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code.
  3. The Independent Shareholders are required to submit the duly completed and signed Form of Acceptance to the Registrar on or before 4:00 p.m. on Thursday, 3 June 2021, being the Closing Date, in order to accept the Offer.
  4. In accordance with the Takeovers Code, an announcement will be published on the website of the Stock Exchange by 7:00 p.m. on the Closing Date stating whether the Offer has been extended, revised or expired. In the event that the Offeror decides to extend the Offer and the announcement does not specify the next closing date, at least 14 days' notice by way of an announcement will be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.
  5. Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable in respect of acceptance of the Offer will be despatched to the accepting Independent Shareholder(s) by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt by the Registrar of the duly completed Form of Acceptance and all requisite documents to render the acceptance under the Offer complete and valid in accordance with the Takeovers Code.
  6. If there is a tropical cyclone warning signal number 8 or above, a black rainstorm warning or "Extreme Conditions":
    1. in force in Hong Kong 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 Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer and the posting of remittances will remain at 4:00 p.m. on the same Business Day, i.e. the Closing Date; or
    2. in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer or the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, as the case may be, will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force or Extreme Conditions at any time between 9:00 a.m. and 4:00 p.m. or such other day as the Executive may approve in accordance with the Takeovers Code.

− 3 −

Save as mentioned above, if the latest time for acceptance of the Offer and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Shareholders of any change to the expected timetable as soon as practicable by way of announcement(s).

The Offer is unconditional in all respects. Shareholders are encouraged to read the Composite Document carefully, including the advice from the Independent Financial Adviser to the Independent Board Committee and the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.

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

The Offeror and the Company remind their respective associates of the dealing restrictions under the Takeovers Code and to disclose their permitted dealings, if any, in any securities of the Company.

(2) APPOINTMENT OF DIRECTORS

The Board is pleased to announce that with effect from 13 May 2021, following the despatch of the Composite Document:

  1. Dr. LAM Lee G. has been appointed as a non-executive Director; and
  2. Mr. LIAO Pin-tsung has been appointed as an executive Director.

Set out below are the biographical details of the new Directors:

Non-executive Director

Dr. LAM Lee G. ("Dr. Lam")

Dr. Lam, aged 61, is chairman of Hong Kong Cyberport. He is also a member of the Committee on Innovation, Technology and Re-Industrialization, the Governance Committee of the Hong Kong Growth Portfolio, and the Development Bureau Common Spatial Data Advisory Committee of the Hong Kong Special Administrative Region Government, convenor of the Panel of Advisors on Building Management Disputes of the HKSAR Government Home Affairs Department, a member of the Court of the City University of Hong Kong and the Tencent Finance Academy (Hong Kong) Advisory Board, chairman of the United Nations Economic and Social Commission for Asia and the Pacific (UN ESCAP) Sustainable Business Network

− 4 −

(ESBN) and its Task Force on Banking and Finance, vice chairman of Pacific Basin Economic Council (PBEC), and a member of the Hong Kong Trade Development Council Belt and Road and Greater Bay Area Committee and the Sir Murray MacLehose Trust Fund Investment Advisory Committee.

Dr. Lam holds a Bachelor of Science in Sciences and Mathematics, a Master of Science in Systems Science and a Master of Business Administration (MBA) from the University of Ottawa in Canada, a Bachelor of Laws (Hons) from Manchester Metropolitan University in the United Kingdom (the "UK"), a Master of Laws from the University of Wolverhampton in the UK, a Master of Public Administration and a Doctor of Philosophy (PhD) from the University of Hong Kong. He is also a solicitor of the High Court of Hong Kong (and formerly a member of the Hong Kong Bar), an accredited mediator of the Centre for Effective Dispute Resolution, a fellow of Certified Management Accountants (CMA) Australia, the Institute of Public Accountants, the Institute of Financial Accountants, the Hong Kong Institute of Arbitrators, and the Hong Kong Institute of Directors, and an honorary fellow of Certified Public Accountants (CPA) Australia, the Hong Kong Institute of Facility Management, and the University of Hong Kong School of Professional and Continuing Education. In 2019, Dr. Lam was awarded by the Hong Kong Government a Bronze Bauhinia Star for serving the public.

Dr. Lam is an independent non-executive director of each of CSI Properties Limited (stock code: 497), Elife Holdings Limited (stock code: 223), Greenland Hong Kong Holdings Limited (stock code: 337), Haitong Securities Company Limited (stock code: 6837, 600837 on the Shanghai Stock Exchange), Hang Pin Living Technology Company Limited (stock code: 1682), Kidsland International Holdings Limited (stock code: 2122), Mei Ah Entertainment Group Limited (stock code: 391) and Vongroup Limited (stock code: 318). He is a non-executive director of each of China LNG Group Limited (stock code: 931), Mingfa Group (International) Company Limited (stock code: 846), National Arts Entertainment and Culture Group Limited (stock code: 8228), Sunwah Kingsway Capital Holdings Limited (stock code: 188), and Tianda Pharmaceuticals Limited (stock code: 455), the shares of all of which are listed on the Stock Exchange. Dr. Lam is also an independent non-executive director of Asia-Pacific Strategic Investments Limited (formerly known as China Real Estate Group Limited, stock code: 5RA), Beverly JCG Limited (formerly known as JCG Investment Holdings Ltd. with stock code: VFP), Thomson Medical Group Limited (stock code: A50), Top Global Limited (stock code: BHO), and Alset International Limited (formerly known as Singapore eDevelopment Limited with stock code: 40V, re-designated from non-executive director on 2 July 2020), the shares of all of which are listed on the Singapore Exchange. Dr. Lam is an independent non-executive director of Sunwah International Limited (stock code: SWH), whose shares are listed on the Toronto Stock Exchange, AustChina Holdings Limited (stock code: AUH), whose shares are listed on the Australian Securities Exchange and TMC Life Sciences Berhad (stock code: 0101), whose shares are listed on the Bursa Malaysia,

− 5 −

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Eternity Technology Holdings Ltd. published this content on 13 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 13:10:01 UTC.