WELLING HLDG : Joint Announcement (1) Proposal for the Privatisation of Welling Holding Limited by the Offeror by Way of A Scheme of Arrangement under Section 673 of the Companies Ordinance (2) Proposed withdrawal of Listing of Welling Holding Limited (3) Establishment of the Independent Board Committee and (4) Resumption of Trading in the Shares of Welling Holding 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.

MIDEA INTERNATIONAL CORPORATION COMPANY LIMITED

美 的 國 際 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Incorporated in Hong Kong with limited liability)

(Stock code: 382)

JOINT ANNOUNCEMENT

1. PROPOSAL FOR THE PRIVATISATION OF WELLING HOLDING LIMITED

   BY THE OFFEROR BY WAY OF A SCHEME OF ARRANGEMENT

   UNDER SECTION 673 OF THE COMPANIES ORDINANCE

2. PROPOSED WITHDRAWAL OF LISTING OF WELLING HOLDING LIMITED

3. ESTABLISHMENT OF THE INDEPENDENT BOARD COMMITTEE AND

4. RESUMPTION OF TRADING IN THE SHARES OF WELLING HOLDING LIMITED

Financial Adviser to the Offeror

CMB International Capital Limited

INTRODUCTION AND TERMS OF THE PROPOSAL

The respective directors of the Offeror and the Company jointly announce that on 5 November 2017, the Offeror requested the Board to put forward a 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.

The Scheme will provide that the Scheme Shares will be cancelled in exchange for HK$2.06 in cash for each Scheme Share. Under the Proposal, the total consideration payable for cancellation of the Scheme Shares will be payable by the Offeror.

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

The Cancellation Price represents:

1. a premium of approximately 30.4% over the closing price of HK$1.58 per Share as quoted on the Stock Exchange on the Last Trading Day;

2. a premium of approximately 33.8% over the average closing price of approximately HK$1.54 per Share based on the daily closing prices as quoted on the Stock Exchange for the 30 trading days up to and including the Last Trading Day;

3. a premium of approximately 35.5% over the average closing price of approximately HK$1.52 per Share based on the daily closing prices as quoted on the Stock Exchange for the 60 trading days up to and including the Last Trading Day;

4. a premium of approximately 28.8% over the average closing price of approximately HK$1.60 per Share based on the daily closing prices as quoted on the Stock Exchange for the 90 trading days up to and including the Last Trading Day;

5. a premium of approximately 22.6% over the average closing price of approximately HK$1.68 per Share based on the daily closing prices as quoted on the Stock Exchange for the 180 trading days up to and including the Last Trading Day;

6. a premium of approximately 29.6% to the audited consolidated net asset value per Share of approximately HK$1.59 as at 31 December 2016; and

7. a premium of approximately 22.6% to the unaudited consolidated net asset value per Share of approximately HK$1.68 as at 30 June 2017.

Upon the Scheme having become effective, the Offeror will hold approximately 33.62% of the issued share capital of the Company, and the Offeror Concert Parties will hold approximately 66.38% of the issued share capital of the Company, and accordingly the entire issued share capital of the Company will be held by the Offeror and the Offeror Concert Parties.

The implementation of the Proposal and the Scheme will be conditional upon the fulfilment or waiver, as applicable, of all the Conditions as described in the section headed ''Conditions of the Proposal and the Scheme'' below. All of the Conditions must be 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 the High Court may direct), failing which the Proposal and the Scheme will lapse.

SHAREHOLDING STRUCTURE AND THE SCHEME SHARES

As at the Announcement Date, (i) the issued share capital of the Company is 2,864,112,822 Shares; (ii) the Offeror and the Offeror Concert Parties beneficially own or control 1,965,702,779 Shares, representing approximately 68.63% of the issued share capital of the Company; and (iii) the Scheme Shares, comprising 898,410,043 Shares, represent approximately 31.37% of the issued Shares.

FINANCIAL RESOURCES

On the basis of the Cancellation Price of HK$2.06 per Scheme Share and 898,410,043 Scheme Shares in issue as at the Announcement Date, the amount of cash required for the Proposal is approximately HK$1,850,724,688.58. The Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in issue as at the Announcement Date.

The Offeror intends to finance the cash required for the Proposal through its internal financial resources. CMB International, the financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror for discharging its obligations in respect of the full implementation of the Proposal.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISOR

An Independent Board Committee, which comprises all the independent non-executive Directors, namely Mr. Tan Jinsong, Mr. Lam Ming Yung and Ms. Cao Zhoutao, has been established by the Board to make a recommendation to the Scheme Shareholders as to whether the terms of the Proposal and the Scheme are, or are not, fair and reasonable and as to voting.

An independent financial adviser will be appointed by the Independent Board Committee in due course to advise the Independent Board Committee in connection with the Proposal and the Scheme. An announcement will be made by the Company as soon as possible after the appointment of the independent financial adviser.

The Directors (excluding members of the Independent Board Committee) believe that the terms of the Proposal and the Scheme are fair and reasonable and in the interests of the Shareholders as a whole.

DESPATCH OF SCHEME DOCUMENT

A Scheme Document including, among other things, further details of the Proposal and the Scheme, 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, notices of the Court Meeting and the EGM as well as other particulars required by the Takeovers Code will be despatched to the Shareholders within 21 days from the Announcement Date or such later date as may be permitted under the Takeovers Code or by the Executive on application by the Offeror and/or the Company.

WITHDRAWAL OF LISTING OF 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 date on which the Scheme becomes effective.

IF THE SCHEME IS NOT APPROVED OR THE PROPOSAL LAPSES

The listing of the Shares on the Stock Exchange will not be withdrawn if the Scheme does not become effective or the Proposal otherwise lapses.

If the Scheme is not approved or the Proposal otherwise lapses, there are restrictions under the Takeovers Code on making subsequent offers, to the effect that neither the Offeror nor any person who acted in concert with the Offeror 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 the Company, except with the consent of the Executive.

RESUMPTION IN TRADING OF SHARES

At the request of the Company, trading in the Shares on the Stock Exchange has been halted with effect from 9 : 00 a.m. on 6 November 2017 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9 : 00 a.m. on 10 November 2017.

WARNINGS:

Shareholders and potential investors should be aware that the implementation of the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and thus the Proposal may or may not be implemented and the Scheme may or may not become effective. 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.