Good Friend (H.K.) Corporation Limited made a proposal to acquire an additional 36.77% minority stake in Good Friend International Holdings Inc. (SEHK:2398) for approximately HKD 220 million on July 29, 2021. The transaction shall take place via implementation of a scheme of arrangement. Pursuant to the terms of the proposal, Good Friend (H.K.) Corporation Limited shall acquire around 148.2 million shares in Good Friend International Holdings Inc., at HKD 1.5 per share in cash. Good Friend (H.K.) Corporation Limited intends to finance the cash required for the cancellation of the scheme shares through the financing facilities granted by a licensed bank in Hong Kong. The offer price (cancellation price) will not be increased, and Good Friend (H.K.) Corporation Limited does not reserve the right to do so. Upon the scheme becoming effective, all scheme shares will be cancelled and extinguished and the share certificates in respect of the scheme shares will thereafter cease to have effect as documents or evidence of title. Good Friend International Holdings Inc., will apply to the stock exchange for the withdrawal of the listing of the shares on the stock exchange immediately following the Scheme becoming effective. Listing of the TDRs will also be withdrawn from the Taiwan Stock Exchange upon or after all the shares are delisted from the stock exchange. As a result of the transaction, stake of Good Friend (H.K.) Corporation Limited in Good Friend International Holdings Inc., shall increase from 57.6% to 94.3%.

Completion of the scheme is subject to conditions including, the scheme is approved (by way of poll) by the independent shareholders holding at least 75% of the votes attaching to the scheme shares held by independent shareholders that are voted either in person or by proxy at the court meeting, the number of votes cast (by way of poll) by independent shareholders present and voting either in person or by proxy at the court meeting against the resolution to approve the scheme at the court meeting is not more than 10% of the votes attaching to all scheme shares held by all independent shareholders; the passing of a special resolution by a majority of not less than three-fourths of the votes cast by the shareholders present and voting in person or by proxy at the extraordinary general meeting to approve and give effect to the reduction of the number of issued shares in the share capital of Good Friend International Holdings Inc., by cancelling and extinguishing the scheme shares; the passing of a special resolution by a majority of not less than three-fourths of the votes cast by the shareholders present and voting in person or by proxy at the extraordinary general meeting to approve the withdrawal of listing of the shares and the TDRs on the stock exchange and the Taiwan Stock Exchange, respectively upon the scheme becoming effective; and the passing of an ordinary resolution by a simple majority of the votes cast by the Shareholders present and voting in person or by proxy at the extraordinary general meeting to immediately thereafter restore the number of issued Shares in the share capital of Good Friend International Holdings Inc., to the number prior to the cancellation and extinguishment of the Scheme Shares by an application of the reserve created as a result of the aforesaid cancellation and extinguishment of the Scheme Shares to pay up in full at par such number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished as a result of the Scheme, credited as fully paid, to be allotted and issued to Good Friend (H.K.) Corporation Limited; the sanction of the Scheme (with or without modifications) by the Grand Court and, to the extent necessary, its confirmation of the reduction of the number of issued Shares in the share capital of Good Friend International Holdings Inc., and the delivery to the Registrar of Companies in the Cayman Islands of a copy of the order of the Grand Court for registration; If the scheme is not approved or the proposal otherwise lapses, there are restrictions on making subsequent offers, to the effect that neither Good Friend (H.K.) Corporation Limited nor any person who acted in concert with it in the course of the proposal (nor any person who is subsequently acting in concert with any of them) may within 12 months from the date on which the scheme is not approved or the proposal otherwise lapses announce an offer or possible offer for Good Friend International Holdings Inc., except with the consent of the executive. The Independent Board Committee, which comprises the independent non-executive Directors, Koo Fook Sun, Louis, Yu Yu-Tang and Kao Wen-Cheng, has been established by the Board to make a recommendation to the Independent Shareholders in respect of the Proposal and the Scheme and they recommend shareholders to vote in favor of scheme. The court meeting and EGM is scheduled to be held on November 30, 2021. As of October 29, 2021, transaction has been approved by MOEAIC. As of November 30, 2021, transaction has been approved by shareholders of Good Friend International Holdings Inc. As on December 8, 2021, the Scheme was sanctioned without modification by the Court. As of December 9, 2021, all of the Conditions under the Scheme have been fulfilled. The long stop date for the transaction is December 31, 2021. As of September 2, 2021, additional time is required for the dispatch of the scheme document till October 21, 2021. Scheme is expected to become effective on December 9, 2021.

UOB Kay Hian (Hong Kong) Limited is acting as financial advisor for Good Friend (H.K.) Corporation Limited. Somerley Capital Limited acting as a Independent Financial Adviser to Independent Board Committee. Tricor Investor Services Limited is acting as a registrar to Good Friend International Holdings. Mega International Commercial Bank Co., Ltd. acted as depository bank to Good Friend. Tsar & Tsai Law Firm acted as legal advisor to Good Friend (H.K.) Corporation Limited. King & Wood Mallesons, China acted as legal advisor to Good Friend International Holdings.