Pine Care : LATEST STATUS OF INSUFFICIENCY OF PUBLIC FLOAT; RESUMPTION GUIDANCE; AND CONTINUED SUSPENSION 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.

Pine Care Group Limited

松 齡 護 老 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1989)

LATEST STATUS OF INSUFFICIENCY OF PUBLIC FLOAT;

RESUMPTION GUIDANCE; AND

CONTINUED SUSPENSION OF TRADING IN SHARES

References are made to (i) the composite document dated 28 February 2020 (the ''Composite Document'') jointly issued by Mr. Tang Yiu Sing (the ''Offeror'') and Pine Care Group Limited (the ''Company'') in relation to, among others, the unconditional mandatory general cash offer by Gear Securities Investment Limited for and on behalf of the Offeror to acquire all the issued shares of the Company (other than those already owned by and/or agreed to be acquired by the Offeror and the parties acting in concert with him) (the ''Offer''); (ii) the announcement dated 20 March 2020 jointly issued by the Offeror and the Company in respect of, among others, the close of the Offer and insufficient public float of the Company; and (iii) the announcements dated 2 and 23 June 2020, 15 July 2020 and 7 September 2020 issued by the Company in respect of, among others, the latest status of insufficiency of public float of the Company (together the ''Announcements''). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Composite Document and the Announcements.

The Board wishes to provide an update on the following:

LATEST STATUS OF INSUFFICIENCY OF PUBLIC FLOAT

As disclosed in the Announcements, immediately after the close of the Offer and as at the date of this announcement, the minimum public float requirement of 25% as set out under Rule 8.08(1)(a) of the Listing Rules is not satisfied, and hence trading in the Shares has been suspended since 23 March 2020, being the trading day immediately after the close of the Offer.

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The Company was informed by the Offeror that, subsequent to the close of the Offer and up to the date of this announcement, the Offeror has completed disposal of an aggregate of 42,216,000 existing Shares, representing approximately 4.68% of the total issued share capital of the Company as at the date of this announcement, to independent third parties not connected with the Company or any of its core connected persons and parties not acting in concert with the Offeror (the ''Disposals''). To the best knowledge, information and belief of the directors of the Company having made all reasonable enquiries, immediately after the completion of the Disposals and as at the date of this announcement, 64,960,000 Shares, representing approximately 7.19% of the total issued share capital of the Company, are held by the public (as defined under the Listing Rules).

The Offeror continues to conduct active discussions for the possible placement of not less than 160,808,000 remaining Shares, representing no less than approximately 17.81% of the issued share capital of the Company as at the date of this announcement (the ''Remaining Placement''), with his proposed placing agent and Potential Placees, including but not limited to independent institutional, corporate, and professional investors, in order to restore the minimum public float requirement of not less than 25% as soon as possible. Given this year's market uncertainties and volatility in capital markets caused by the outbreak of COVID-19 (Novel Coronavirus) which commenced since the first quarter of 2020 and is still ongoing at present, additional time is required for the Offeror and his proposed placing agent to liaise and finalise investment terms with the Potential Placees, as well as for the Potential Placees to arrange funding and obtain approval for their investments regarding the Remaining Placement. Currently, the Offeror has been taking appropriate steps and using his best endeavours to complete the restoration of the minimum public float requirement, which is tentatively aiming to be around the end of September 2020, subject to whether and when the relevant discussions would materialize with definitive or conditional agreements between the Offeror and/or the Company, and the respective Potential Placees, regarding the Remaining Placement.

RESUMPTION GUIDANCE

On 10 September 2020, the Stock Exchange informed the Company of the resumption guidance (the ''Resumption Guidance'') to restore the minimum public float required under Rule 8.08(1)(a).

Under Rule 6.01A, the Stock Exchange may cancel the Company's listing if trading in the Company's shares has been suspended for 18 continuous months, expiring on 22 September 2021. If the Company fails to fulfill all the resumption guidance and fully comply with the Listing Rules to the Stock Exchange's satisfaction and resume trading in its shares by 22 September 2021, the Listing Division of the Stock Exchange will recommend the Listing Committee of the Stock Exchange to proceed with the cancellation of the Company's listing. This is subject to the Stock Exchange's right to impose a shorter specific remedial period under Rule 6.10 if appropriate.

As mentioned above, the Offeror, together with the Company, is currently taking steps to comply with the Resumption Guidance and the relevant Listing Rules as stated in the Resumption Guidance. The Company will keep the shareholders and potential investors informed of any updates by making further announcement as and when appropriate.

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CONTINUED SUSPENSION OF TRADING IN SHARES

As the Company does not fulfill the public float requirement as set out under the Listing Rules as at the date of this announcement, the trading in the Shares remained suspended. Further announcement(s) will be made by the Company regarding restoration of the public float in the Shares and resumption of trading in the Shares as and when appropriate in accordance with the Listing Rules.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board

Pine Care Group Limited

Tang Yiu Sing

Chairman and Executive Director

Hong Kong, 22 September 2020

As at the date of this announcement, the Board comprises eleven Directors, namely, Mr. Tang Yiu Sing, Mr. Yim Billy Pui Kei, Mr. Chan Yip Keung, Mr. Yeung Ka Wing and Mr. Cheng Wai Ching as executive Directors; Dr. Tang Yiu Pong and Mr. Wong Kin Chun Gilbert as non-executive Directors; and Mr. Yuen Tak Tim Anthony, Mr. Liu Kwong Sang, Dr. Wong Ping San John and Dr. Liu Yuk Shing as independent non-executive Director.

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