Hopewell : JOINT ANNOUNCEMENT(1)PROPOSAL FOR THE PRIVATISATION OF HOPEWELL HOLDINGS LIMITED BY PETRUS HK CO LIMITED BY WAY OF A SCHEME OF ARRANGEMENTUNDER SECTION 673 OF THE COMPANIES ORDINANCE (2)WITHDRAWAL OF LISTING OF HOPEWELL HOLDINGS LIMITED

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 HOPEWELL HOLDINGS LIMITED

合和實業有限公司

(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)WITHDRAWAL OF LISTING OF HOPEWELL HOLDINGS LIMITED

AND

(3)EFFECTIVE DATE OF THE SCHEME Exclusive Financial Adviser to Petrus HK Co Limited

Citigroup Global Markets Asia Limited

Independent Financial Adviser to the Independent Board Committee

China Tonghai Capital Limited

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INTRODUCTION

Reference is made to (i) the composite scheme document jointly issued by Hopewell Holdings Limited (the "Company") and Petrus HK Co Limited (the "Offeror") dated 25 February 2019 (the "Scheme Document") in relation to, amongst others, the proposal for the privatisation of the Company by the Offeror by way of a scheme of arrangement under section 673 of the Companies Ordinance and the proposed withdrawal of the listing of the Company; (ii) the announcement jointly issued by the Company and the Offeror dated 21 March 2019 in relation to, amongst others, the results of the Court Meeting and the EGM; and (iii) the announcement jointly issued by the Company and the Offeror dated 30 April 2019 in relation to, amongst others, the sanction of the Scheme by the High Court. Unless the context requires otherwise, terms defined in the Scheme Document shall have the same meanings when used herein.

EFFECTIVE DATE OF THE SCHEME

The Scheme was sanctioned without modification by the High Court on Tuesday, 30 April 2019. The reduction of the share capital of the Company involved in the Scheme (the "Capital Reduction") was also confirmed by the High Court on the same day.

An office copy of the order of the High Court made on Tuesday, 30 April 2019 sanctioning the Scheme and confirming the Capital Reduction under section 229 of the Companies Ordinance, and the minute (approved by the High Court) and the return containing particulars required under section 230 of the Companies Ordinance were registered by the Registrar of Companies on Thursday, 2 May 2019.

All of the Conditions of the Scheme as set out in the Scheme Document were fulfilled and the Scheme became effective on Thursday, 2 May 2019.

PAYMENT UNDER THE SCHEME

Cheques for payment of the Cancellation Price under the Scheme will be despatched to the Scheme Shareholders as soon as possible but in any event on or before Tuesday, 14 May 2019.

WITHDRAWAL OF THE LISTING OF THE SHARES

The withdrawal of the listing of the Shares on the Stock Exchange will take place with effect from 9:00 a.m. on Friday, 3 May 2019.

By order of the board of directors of	By order of the Board of
PETRUS HK CO LIMITED	HOPEWELL HOLDINGS LIMITED
	合和實業有限公司
Sir Gordon Ying Sheung WU	Josiah Chin Lai KWOK
Director	Deputy Managing Director

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Hong Kong, 2 May 2019

As at the date of this announcement, the directors of each of the Offeror, Holdco and Topco are Sir Gordon Ying Sheung WU and Lady WU Ivy Sau Ping KWOK.

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

As at the date of this announcement, the Board comprises seven Executive Directors, namely Sir Gordon Ying Sheung WU (Chairman), Mr. Eddie Ping Chang HO (Vice Chairman), Mr. Thomas Jefferson WU (Deputy Chairman and Managing Director), Mr. Josiah Chin Lai KWOK (Deputy Managing Director), Mr. Albert Kam Yin YEUNG, Mr. William Wing Lam WONG and Ir. Dr. Leo Kwok Kee LEUNG, three Non-executive Directors, namely Lady WU Ivy Sau Ping KWOK, Mr. Carmelo Ka Sze LEE and Mr. Guy Man Guy WU and five Independent Non-executive Directors, namely Ms. Linda Lai Chuen LOKE, Mr. Sunny TAN, Dr. Gordon YEN, Mr. Ahito NAKAMURA and Mr. Yuk Keung IP.

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

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