Hopewell : JOINT ANNOUNCEMENT - (1) PROPOSAL FOR THE PRIVATISATION OF HOPEWELL HOLDINGS LIMITED BY PETRUS HK CO LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 673 OF THE COMPANIES ORDINANCE (2) PROPOSED WITHDRAWAL OF LISTING OF HOPEWELL HOLDINGS LIMITED (3) ESTABLISHMENT OF THE INDEPENDENT BOARD COMMITTEE (4) RESUMPTION OF TRADING IN SHARES

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Offeror or the Company nor is it a solicitation of any vote or approval in any jurisdiction.

PETRUS HK CO LIMITED

(incorporated in Hong Kong with limited liability)

(incorporated in Hong Kong with limited liability)

(Stock Code: 54)

JOINT ANNOUNCEMENT

(1) PROPOSAL FOR THE PRIVATISATION OF

HOPEWELL HOLDINGS LIMITED BY PETRUS HK CO LIMITED

BY WAY OF

A SCHEME OF ARRANGEMENT

UNDER SECTION 673 OF THE COMPANIES ORDINANCE

(2) PROPOSED WITHDRAWAL OF LISTING OF

HOPEWELL HOLDINGS LIMITED

(3) ESTABLISHMENT OF THE INDEPENDENT BOARD COMMITTEE

(4) RESUMPTION OF TRADING IN SHARES

Exclusive Financial Adviser to the Offeror

Citigroup Global Markets Asia Limited

INTRODUCTION

The respective directors of the Offeror and the Company jointly announce that on 2 December 2018, the Offeror requested the Board to put forward the Proposal to the Scheme Shareholders for the privatisation of the Company by way of a scheme of arrangement under section 673 of the Companies Ordinance involving the cancellation of the Scheme Shares and, in consideration therefor, the payment to the Scheme Shareholders of the Cancellation Price in cash for each Scheme Share.

TERMS OF THE PROPOSAL

Under the Scheme, the Scheme Shares will be cancelled and, in consideration therefor, each Scheme Shareholder will be entitled to receive the Cancellation Price of HK$38.80 in cash for each Scheme Share.

The Proposal is, and the Scheme will become effective and binding on the Company and all Shareholders, subject to the fulfilment or waiver (as applicable) of the Conditions as described in the section headed "Conditions of the Proposal" in this announcement. All of the Conditions will have to be fulfilled or waived, as applicable, on or before the Long Stop Date, failing which the Proposal will lapse.

SHAREHOLDING STRUCTURE OF THE COMPANY AND SCHEME SHARES

As at the date of this announcement:

• (a) the issued share capital of the Company is 868,620,621 Shares;

• (b) the Offeror does not legally and beneficially own, control or have direction over any Shares;

• (c) the Consortium Offeror Concert Parties beneficially own, control or have direction over 320,774,690 Shares, representing approximately 36.93% of the issued share capital of the Company;

• (d) Mr. Thomas WU, Mr. KWOK Tse Wah and Mr. Thomas KWOK, being Non-Consortium Offeror Concert Parties, beneficially own, control or have direction over 30,196,600 Shares, representing approximately 3.48% of the issued share capital of the Company;

• (e) members of the Citigroup group (except those which have been granted exempt principal trader or exempt fund manager status, for the purpose of the Takeovers Code), being Non-Consortium Offeror Concert Parties, do not beneficially own, control or have direction over any Shares;

• (f) other than the Consortium Offeror Concert Parties, Mr. Thomas WU, Mr. KWOK Tse Wah and Mr. Thomas KWOK, the Offeror Concert Parties do not hold any other Shares; and

• (g) the Scheme Shareholders (which include the Non-Consortium Offeror Concert Parties) hold 547,845,931 Shares, representing approximately 63.07% of the issued share capital of the Company.

As at the date of this announcement, (a) the Scheme Shares comprise a total of 547,845,931 Shares held or beneficially owned by the Scheme Shareholders (which include the Non-Consortium Offeror Concert Parties), representing approximately 63.07% of the issued share capital of the Company; and (b) the Consortium Offeror Concert Party Shares comprise 320,774,690 Shares held or beneficially owned by the Consortium Offeror Concert Parties, representing approximately 36.93% of the issued share capital of the Company.

As at the date of this announcement, the Company has no relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) other than its issued share capital of 868,620,621 Shares.

Upon the Scheme becoming effective, the Consortium Offeror Concert Parties will directly or indirectly hold 36.93% of the issued share capital of the Company and the Offeror will directly hold 63.07% of the issued share capital of the Company.

INDEPENDENT FINANCIAL ADVISER

The Independent Financial Adviser will be appointed by the Board in due course to advise the Independent Board Committee on the Proposal. A further announcement will be made after the appointment of the Independent Financial Adviser.

WITHDRAWAL OF LISTING OF THE SHARES

Upon the Scheme becoming effective, all Scheme Shares will be cancelled (with the equivalent number of new Shares being issued as fully paid to the Offeror) and the share certificates for the Scheme Shares will thereafter cease to have effect as documents or evidence of title. The Company will make an application for the listing of the Shares to be withdrawn from the Stock Exchange in accordance with Rule 6.15 of the Listing Rules, with effect from the Effective Date.

IF THE SCHEME IS NOT APPROVED OR THE PROPOSAL LAPSES

Subject to the requirements of the Takeovers Code, the Proposal will lapse if any of the Conditions has not been fulfilled or waived, as applicable, on or before the Long Stop Date (or such later date as the Offeror and the Company may agree or, to the extent applicable, as the Executive may consent and/or the High Court may direct). If the Scheme is not approved or the Proposal otherwise lapses, the listing of the Shares on the Stock Exchange will not be withdrawn.

DESPATCH OF THE SCHEME DOCUMENT

A Scheme Document including, among other things, further details of the Proposal, an explanatory statement, the expected timetable relating to the Proposal, the recommendations of the Independent Board Committee, the letter of advice from the Independent Financial Adviser and notices of the Court Meeting and the EGM will be despatched to the Shareholders as soon as practicable and in compliance with the requirements of the Takeovers Code and applicable laws and regulations.

RESUMPTION OF TRADING IN SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was halted from 9:00 a.m. on Monday, 3 December 2018 pending the release of thisannouncement. An application will be made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on Thursday, 6 December 2018.

WARNINGS

Shareholders and potential investors should be aware that the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and therefore the Proposal may or may not be implemented. Shareholders and potential investors should therefore exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposal or otherwise, nor shall there be any sale, issuance or transfer of securities of the Company in any jurisdiction in contravention of applicable law. The Proposal will be made solely through the Scheme Document, which will contain the full terms and conditions of the Proposal, including details of how to vote on the Proposal. Any approval or other response to the Proposal should be made only on the basis of information in the Scheme Document.

The availability of the Proposal to persons who are not resident in Hong Kong may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not so resident in Hong Kong should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

Notice to US investors

The Proposal is being made to cancel the securities of a Hong Kong company by means of a scheme of arrangement provided for under the Companies Ordinance and is subject to Hong Kong disclosure requirements which are different from those of the United States.

A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules of the US Securities Exchange Act of 1934, as amended. Accordingly, the Proposal is subject to the disclosure requirements and practices applicable in Hong Kong to schemes of arrangement which differ from the disclosure and procedural requirements applicable under the US federal securities laws.

The receipt of cash pursuant to the Proposal by a US holder of Scheme Shares as consideration for the cancellation of his Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Scheme Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Proposal applicable to him.

It may be difficult for US holders of Scheme Shares to enforce their rights and claims arising out of the US federal securities laws, since the Offeror and the Company are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Scheme Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

INTRODUCTION

On 2 December 2018, the Offeror requested the Board to put forward the Proposal to the Scheme Shareholders for the privatisation of the Company by way of a scheme of arrangement under section 673 of the Companies Ordinance involving the cancellation of the Scheme Shares and, in consideration therefor, the payment to the Scheme Shareholders of the Cancellation Price in cash for each Scheme Share.

If the Proposal is approved and implemented:

(a) all the Scheme Shares held by the Scheme Shareholders will be cancelled on the Effective Date in exchange for the payment to each Scheme Shareholder of the Cancellation Price in cash for each Scheme Share;

• (b) the issued share capital of the Company will, on the Effective Date, be reduced by cancelling and extinguishing the Scheme Shares. Upon such reduction, the issued share capital of the Company will be increased to its former amount by the issue to the Offeror, credited as fully paid, of the same number of new Shares as the number of Scheme Shares cancelled. The credit arising in the books of account of the Company as a result of the capital reduction will be applied in paying up the new Shares so allotted and issued, credited as fully paid, to the Offeror; and

• (c) the withdrawal of the listing of the Shares on the Stock Exchange is expected to take place with effect from the Effective Date.

The Offeror intends to focus on the existing business of the Group upon the Scheme becoming effective.

TERMS OF THE PROPOSAL

Cancellation Price for the Scheme Shares

Under the Scheme, the Scheme Shares will be cancelled and, in consideration therefor, each Scheme Shareholder will be entitled to receive the Cancellation Price of HK$38.80 in cash for each Scheme Share.

The Cancellation Price will not be increased and the Offeror does not reserve the right to do so.

In the paragraphs below titled "Comparison of value" and "Highest and lowest prices", the historical closing prices per Share mentioned as quoted on the Stock Exchange were obtained from the website of the Stock Exchange (http://www.hkex.com.hk)on the Last Trading Day, and thus have been adjusted for