E1511188 Ann.indd

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



ASIA-IO ACQUISITION FUND, L.P.

(ACayman Islands exempted limited partnership) (Incorporated in Bermuda with limited liability)

(Stock Code: 1037)


JOINT ANNOUNCEMENT


  1. CLOSE OF THE MANDATORY UNCONDITIONAL CASH OFFER BY HUATAI FINANCIAL HOLDINGS (HONG KONG) LIMITED



    FOR AND ON BEHALF OF ASIA-IO ACQUISITION FUND, L.P. TO ACQUIRE ALL THE ISSUED SHARES OF DAIWA ASSOCIATE HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY ASIA-IO ACQUISITION FUND, L.P. AND PARTIES ACTING IN CONCERT WITH IT);


  2. RESULT OF THE SHARE OFFER; AND
  3. PUBLIC FLOAT


Financial Adviser to Asia-IO Acquisition Fund, L.P. Financial Adviser to Daiwa Associate Holdings Limited



Independent Financial Adviser to the Independent Board Committee




* For identification purpose only

CLOSE OF THE SHARE OFFER


The Offeror and the Company jointly announce that the Share Offer closed on Monday, 23 November 2015 and was not revised or extended by the Offeror.


RESULT OF THE SHARE OFFER


As at 4:00 p.m. on Monday, 23 November 2015, being the latest time and date for acceptance of the Share Offer as set out in the Composite Document, the Offeror had received valid acceptances in respect of a total of 104,800 Offer Shares under the Share Offer, representing approximately 0.02% of the entire issued share capital of the Company as at the date of this joint announcement.


SHAREHOLDING STRUCTURE OF THE COMPANY


Immediately after the close of the Share Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 466,326,329 Shares, representing approximately 70.42% of the entire issued share capital of the Company as at the date of this joint announcement.


PUBLIC FLOAT


Immediately following the close of the Share Offer, 195,913,119 Shares, representing approximately 29.58% of the entire issued share capital of the Company as at the date of this joint announcement, are held by the public (within the meanings of the Listing Rules). Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules is satisfied.


References are made to, among others, (i) the composite offer and response document dated 2 November 2015 (the 'Composite Document') jointly issued by the Offeror and the Company in relation to the Share Offer; and (ii) the joint announcement jointly issued by the Offeror and the Company dated 2 November 2015 in respect of the despatch of the Composite Document. Unless otherwise defined herein or the context otherwise requires, terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.


CLOSE OF THE SHARE OFFER


The Offeror and the Company jointly announce that the Share Offer closed on Monday, 23 November 2015 and was not revised or extended by the Offeror.

RESULT OF THE SHARE OFFER


As at 4:00 p.m. on Monday, 23 November 2015, being the latest time and date for acceptance of the Share Offer as set out in the Composite Document, the Offeror had received valid acceptances in respect of a total of 104,800 Offer Shares under the Share Offer, representing approximately 0.02% of the entire issued share capital of the Company as at the date of this joint announcement.


Payment in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable for the Offer Shares tendered under the Share Offer will be despatched to the accepting Shareholders by ordinary post at their own risk as soon as possible, but in any event within seven

  1. Business Days after the date of receipt by the Registrar of duly completed Form of Acceptance and all the relevant documents of title respectively under the Share Offer to render the acceptance by such Shareholders complete and valid in accordance with Note 1 to Rule 30.2 of the Takeovers Code.


    SHAREHOLDING STRUCTURE OF THE COMPANY


    Immediately after the Sale and Purchase Completion and Subscription Completion but prior to the making of the Share Offer, the Offeror and parties acting in concert with it were interested in 466,221,529 Shares, being the aggregate of the Sale Shares and the Subscription Shares, representing approximately 70.40% of the then entire issued share capital of the Company.


    Immediately after the close of the Share Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 466,326,329 Shares, representing approximately 70.42% of the entire issued share capital of the Company as at the date of this joint announcement.


    Save for the acquisition of the Sale Shares under the Sale and Purchase Agreement and the Subscription Shares under the Subscription Agreements, none of the Offeror and/or parties acting in concert with it owned or had control or direction over any voting rights or rights over the Shares, convertible securities, warrants, options of the Company or any derivatives in respect of such securities nor was there any outstanding derivative in respect of the securities in the Company entered into by the Offeror or any person acting in concert with it during the Offer Period. Furthermore, none of the Offeror or any party acting in concert with it had borrowed or lent any Shares, convertible securities, warrants, options or derivatives of the Company during the Offer Period.


    1. Immediately upon Sale and Purchase Completion, Subscription Completion and before the making of the Share Offer

      Approximately

    2. Immediately after the close of the Share Offer
      3. (subject to the completion of the transfer of those Offer Shares acquired under the Share Offer by the Offeror)

      Approximately

      Number of Shares held

      % of Shares

      in issue

      Number of Shares held

      % of Shares

      in issue


      Offeror 385,920,418 58.28 386,025,218 58.29

      Asia-IO Holdings BVI (Note) 43,439,139 6.56 43,439,139 6.56

      Huatai Principal Investment (Note) 36,861,972 5.57 36,861,972 5.57

      Subtotal of the Offeror and parties

      acting in concert with it 466,221,529 70.40 466,326,329 70.42

      Other Shareholders 196,017,919 29.60 195,913,119 29.58

      Total 662,239,448 100.00 662,239,448 100.00



      Note:

      Asia-IO Holdings BVI and Huatai Principal Investment are parties acting in concert with the Offeror under the Takeovers Code.


      PUBLIC FLOAT


      Immediately following the close of the Share Offer, 195,913,119 Shares, representing approximately 29.58% of the entire issued share capital of the Company as at the date of this joint announcement, are held by the public (within the meanings of the Listing Rules). Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules is satisfied.


      By Order of the board of

      ASIA-IO ACQUISITION GP LIMITED

      as the general partner of

      ASIA-IO ACQUISITION FUND, L.P. Denis Tik Yang TSE

      Director

      By Order of the Board

      DAIWA ASSOCIATE HOLDINGS LIMITED LAU Tak Wan

      President


      Hong Kong, 23 November 2015

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