Advanced Card : Joint Announcement

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company and the Offeror.

(Incorporated in the Cayman Islands with limited liability)

龍傑智能卡控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

1. ACQUISITION OF EXISTING SHARES IN ADVANCED CARD SYSTEMS HOLDINGS LIMITED BY HNA ECOTECH PIONEER ACQUISITION AND
2. POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER BY FORTUNE (HK) SECURITIES LIMITED ON BEHALF OF HNA ECOTECH PIONEER ACQUISITION TO ACQUIRE ALL THE ISSUED SHARES OF ADVANCED CARD SYSTEMS HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY HNA ECOTECH PIONEER ACQUISITION AND PARTIES ACTING IN CONCERT WITH IT) AND
3. ESTABLISHMENT OF THE INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER AND
4. RESUMPTION OF TRADING IN SHARES

* For identification purpose only

The Company was notified by the Vendors that on 9 January 2017 (after trading hours), the Vendors and the Offeror entered into the Sale and Purchase Agreement pursuant to which the Vendors have conditionally agreed to sell and the Offeror has conditionally agreed to purchase an aggregate of 196,171,395 Shares, representing approximately 61.39% of the entire issued share capital of the Company as at the date of this joint announcement, for a total cash consideration of HK$521,815,910 (being approximately HK$2.66 per Share).

Completion of the Sale and Purchase Agreement is conditional upon the fulfilment or waiver (where applicable) of certain conditions as described in the section headed "The Sale and Purchase Agreement - Conditions Precedent" in this joint announcement.

As at the date of this joint announcement and immediately prior to Completion, none of the Offeror and parties acting in concert with it owns any Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company. Assuming there is no change to the issued share capital of the Company, upon Completion, the Offeror and parties acting in concert with it will own in aggregate 196,171,395 Shares, representing approximately 61.39% of the entire issued share capital of the Company. The Offeror will therefore upon Completion be required under Rule 26.1 of the Takeovers Code to make a mandatory unconditional cash offer for all the issued Shares not already owned and/or agreed to be acquired by it and/or parties acting in concert with it.

Subject to Completion, Fortune Securities will, on behalf of the Offeror, make the Offer on the following basis:

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .HK$2.66 in cash

The proposed offer price is the same as the price to be paid by the Offeror (rounded up to nearest cent) for each Sale Share pursuant to the Sale and Purchase Agreement.

As at the date of this joint announcement, there are 319,564,892 Shares in issue and the Company does not have any outstanding options, warrants or derivatives or convertible rights affecting the Shares.

Principal terms of the Offer are set out in the section headed "Possible Mandatory Unconditional Cash Offer" in this joint announcement and further details will be set out in the composite offer document to be posted subject to Completion. The Offeror intends to finance the Offer by its own resources. Fortune Financial, the financial adviser to the Offeror in respect of the Offer, is satisfied that sufficient financial resources are available to the Offeror to satisfy the consideration for full acceptance of the Offer.

The Offeror intends to maintain the listing of the Shares on the Stock Exchange following the close of the Offer.

Pursuant to Rule 8.2 of the Takeovers Code, within 21 days after the date of this joint announcement or such later date as the Executive may approve, the Offeror is required to despatch an offer document in relation to the Offer. The Offeror and the Company intend to combine the offer document and the Company's board circular in a composite offer document to be posted. As the making of the Offer is conditional on Completion, an application will be made to seek the Executive's consent under Rule 8.2 of the Takeovers Code to extend the deadline for the despatch of such composite offer document, if necessary, in accordance with the Takeovers Code.

The Independent Board Committee comprising all the independent non-executive Directors, namely, Ms. Kaung Cheng Xi Dawn, Mr. Lo Kar Chun, SBS, JP and Mr. Yim Kai Pung, has been established by the Company to advise the Offer Shareholders in respect of the Offer. Each of the independent non-executive Directors has no direct or indirect interest in the Offer other than Mr. Lo Kar Chun, SBS, JP being a holder of 450,000 Shares, representing approximately 0.14% of the entire issued share capital of the Company as at the date of this joint announcement. Save for the aforesaid interest of Mr. Lo Kar Chun, SBS, JP in the Shares, the independent non-executive Directors do not have any conflict of interest in respect of the Offer. The board of Directors considers that the members of the Independent Board Committee are therefore independent and able to consider the terms of the Offer and make recommendation to the Offer Shareholders.

Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in respect of the Offer and, in particular, as to whether the Offer is fair and reasonable and as to acceptance of the Offer. Such appointment has been approved by the Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code.

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:00 a.m. on 10 January 2017 pending the release of this joint announcement. Application has been made by the Company for resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 13 January 2017.

9 January 2017

Vendors: Ms. Tsui Kam Ling, Mr. Wong Chi Ho, Mr. Wong Chi Kit and Ms.

Chan Angelica Sheung Ying

Purchaser: The Offeror

The Vendors are third parties independent of, and not connected with, either the Offeror or its connected persons. Further information of the Vendors is set out in the section headed "Information of the Vendors" in this joint announcement.

The Offeror and its ultimate beneficial owner are third parties independent of, and not connected with, either the Company or any of its connected persons, save that the Offeror will become a controlling shareholder of the Company immediately following the Completion. Further information of the Offeror is set out in the section headed "Information of the Offeror" in this joint announcement.

The Sale Shares comprise an aggregate of 196,171,395 Shares, representing approximately 61.39% of the entire issued share capital of the Company as at the date of this joint announcement. The Sale Shares are, immediately before Completion and as at the date of this joint announcement, owned (i) as to 127,813,637 Shares (representing approximately 40.00% of the entire issued share capital of the Company as at the date of this joint announcement) by Ms. Tsui Kam Ling, (ii) as to 29,717,158 Shares (representing approximately 9.30% of the entire issued share capital of the Company as at the date of this joint announcement) by Mr. Wong Chi Ho, (iii) as to 29,478,600 Shares (representing approximately 9.22% of the entire issued share capital of the Company as at the date of this joint announcement) by Mr. Wong Chi Kit, and (iv) as to 9,162,000 Shares (representing approximately 2.87% of the entire issued share capital of the Company as at the date of this joint announcement) by Ms. Chan Angelica Sheung Ying. Pursuant to the terms of the Sale and Purchase Agreement, the Sale Shares to be acquired by the Offeror shall be free from all Encumbrances and together with all rights and benefits attached and accrued to them on the Completion Date.

The total purchase price for the Sale Shares pursuant to the Sale and Purchase Agreement was HK$521,815,910, to be attributed (i) as to HK$339,984,274 to Ms. Tsui Kam Ling, (ii) as to HK$79,047,640 to Mr. Wong Chi Ho, (iii) as to HK$78,413,076 to Mr. Wong Chi Kit, and (iv) as to HK$24,370,920 to Ms. Chan Angelica Sheung Ying. The total consideration for the Sale Shares shall be satisfied by the Offeror in accordance with the Sale and Purchase Agreement by transferring immediately available cash in the aggregate sum of HK$521,815,910 to the respective accounts designated by the Vendors upon Completion in the above proportion respectively, as the entire payment of the consideration payable by the Offeror under the Sale and Purchase Agreement.