Pine Technology : 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 the securities of the Company.

(Incorporated in British Virgin Islands with limited liability)

松景科技控股有限公司*

(Incorporated in Bermuda with limited liability)

1. THE SALE AND PURCHASE COMPLETION;
2. COMPLETION OF DISCLOSEABLE AND CONNECTED TRANSACTION AND SPECIAL DEAL IN RELATION TO THE SALE AND PURCHASE OF 15% EQUITY INTERESTS IN PINE TECHNOLOGY (BVI) LIMITED;
3. MANDATORY UNCONDITIONAL CASH OFFERS BY CCB INTERNATIONAL CAPITAL LIMITED FOR AND ON BEHALF OF SAGE GLOBAL HOLDINGS LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF PINE TECHNOLOGY HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED BY SAGE GLOBAL HOLDINGS LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND TO CANCEL ALL THE OUTSTANDING SHARE OPTIONS OF PINE TECHNOLOGY HOLDINGS LIMITED; AND
4. THE OFFERS BECOMING UNCONDITIONAL IN ALL RESPECTS THE SALE AND PURCHASE COMPLETION

   The Company (as informed by the Shares Vendors) and the Offeror are pleased to announce that the Sale and Purchase Agreement had become unconditional and the Sale and Purchase Completion took place on 5 June 2017, simultaneously with the Disposal Completion.

   * For identification purpose only

   THE DISPOSAL COMPLETION

   The Board is pleased to announce that the Disposal Completion took place on 5 June 2017 in accordance with the terms of the Disposal Agreement, simultaneously with the Sale and Purchase Completion. Upon the Disposal Completion, the principal business of the Group continues to be the design, manufacturing and distribution of personal computer based products and distribution of a wide range of personal computer and non-personal computer products.

   THE OFFERS BECOMING UNCONDITIONAL IN ALL RESPECTS

   Immediately after the Sale and Purchase Completion, the Offeror and parties acting in concert with it are interested in, and control voting rights in respect of, a total of 539,964,042 Shares, representing approximately 58.59% of the total issued share capital of the Company as at the date of this joint announcement. Pursuant to Rules 26.1 and 13.5 of the Takeovers Code, the Offeror is required to make an unconditional mandatory cash offer for all the issued Shares (other than those Shares already owned by the Offeror and parties acting in concert with it) and to make a comparable offer for all the outstanding Share Options. Accordingly, CCBI, for and on behalf of the Offeror, will make the Offers in compliance with the Takeovers Code and on the terms to be set out in the Composite Document. The Offers have become unconditional in all respects upon the Sale and Purchase Completion on 5 June 2017. The Composite Document is expected to be despatched to the Shareholders and the Optionholder on or before 7 June 2017.

   References are made to (i) the announcement dated 24 March 2017 jointly issued by Sage Global Holdings Limited (the "Offeror") and PINE Technology Holdings Limited (the "Company") in relation to, among other things, the Sale and Purchase Agreement, the Offers and the Disposal (the "Joint Announcement"); (ii) the announcement dated 13 April 2017 jointly issued by the Offeror and the Company in relation to the delay in despatch of the Circular and the Composite Dcoument; (iii) the circular of the Company dated 9 May 2017 (the "Circular") in relation to, among other things, the Disposal; and (iv) the announcement of the Company dated 29 May 2017 in relation to the poll results of the SGM. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement and the Circular.

   THE SALE AND PURCHASE COMPLETION

   The Offeror and the Company (as informed by the Shares Vendors) announce that the Sale and Purchase Completion took place on 5 June 2017, simultaneously with the Disposal Completion. Pursuant to the terms of the Sale and Purchase Agreement, a total of 539,964,042 Shares have been transferred by the Shares Vendors to the Offeror at the Consideration of HK$351,516,591 (equivalent to HK$0.651 per Sale Share).

   Set out below is a table showing the shareholding structure of the Company (i) immediately prior to the Sale and Purchase Completion; (ii) immediately after the Sale and Purchase Completion but before the Offers are made (assuming that none of the Share Options have been exercised) and as at the date of this joint announcement; and (iii) immediately after the Sale and Purchase Completion but before the Offers are made (assuming that all of the Share Options which entitle the holders thereof to subscribe for 1,000,000 new Shares have been exercised by the Optionholder as at the date of this joint announcement):
5. Immediately prior to Sale and Purchase Completion
6. Immediately after Sale and Purchase Completion but before the Offers are made (assuming that none of the Share Options have been exercised) and as at the date of this joint announcement
7. Immediately after Sale and Purchase Completion but before the Offers are made (assuming that all of the Share Options which entitle the holder thereof to subscribe for 1,000,000 new Shares have been exercised by the Optionholder as at the date of this joint announcement)

   Number of

   Shares

   Approximate

   %

   Number of

   Shares

   Approximate

   %

   Number of

   Shares

   Approximate

   %

   The Offeror and parties acting

   in concert with it - - 539,964,042 58.59 539,964,042 58.53

   Shares Vendors The First Vendor (Note i)	196,500,000	21.32	-	-	-	-
   The Second Vendor (Notes i, ii and v)	19,902,465	2.16	-	-	-	-
   The Third Vendor (Notes iii and v)	174,889,563	18.98	-	-	-	-
   The Fourth Vendor (Notes iv and v)	66,051,465	7.17	-	-	-	-
   The Fifth Vendor (Note v)	67,944,591	7.37	-	-	-	-
   The Sixth Vendor (Note v)	14,675,958	1.59	-	-	-	-
   Sub-total	539,964,042	58.59	539,964,042	58.59	539,964,042	58.53
   Independent Shareholders	381,620,741	41.41	381,620,741	41.41	382,620,741	41.47
   Total	921,584,783	100.00	921,584,783	100.00	922,584,783	100.00
   Notes:

8. The First Vendor is a company incorporated in the BVI and is wholly and beneficially owned by Mr. Chiu Hang Tai, who is also the Second Vendor, the sole director of the First Vendor and an executive Director. Mr. Chiu Hang Tai was deemed to be interested in all the Shares in which the First Vendor was interested by virtue of the SFO.

9. The Second Vendor is an executive Director.

10. The Third Vendor is an executive Director.

11. The Fourth Vendor is a non-executive Director.

12. The Second Vendor, the Third Vendor, the Fourth Vendor and the Fifth Vendor are siblings and the Sixth Vendor is the mother of the Second Vendor, the Third Vendor, the Fourth Vendor and the Fifth Vendor.

THE DISPOSAL COMPLETION

The Board is pleased to announce that all the conditions precedent to the Disposal had been fulfilled and the Disposal Completion took place on 5 June 2017, simultaneously with the Sale and Purchase Completion.

Upon the Disposal Completion, the Company's equity interest in Pine Technology BVI is reduced to 85%, while Simply Perfect's equity interest in Pine Technology BVI becomes 15%. Pine Technology BVI has become a 85%-owned subsidiary of the Company. The financial results of the Pine Technology BVI Group continue to be consolidated into the Company's consolidated financial statements. The principal business of the Group continues to be the design, manufacturing and distribution of personal computer based products and distribution of a wide range of personal computer and non-personal computer products.

THE OFFERS BECOMING UNCONDITIONAL IN ALL RESPECTS

Immediately after the Sale and Purchase Completion, the Offeror and parties acting in concert with it are interested in, and control voting rights in repsect of, a total of 539,964,042 Shares, representing approximately 58.59% of the total issued share capital of the Company as at the date of this joint announcement. Pursuant to Rules 26.1 and 13.5 of the Takeovers Code, the Offeror is required to make an unconditional mandatory cash offer for all the issued Shares (other than those Shares already owned and by the Offeror and parties acting in concert with it) and to make a comparable offer for all the outstanding Share Options. Accordingly, CCBI, for and on behalf of the Offeror, will make the Offers in compliance with the Takeovers Code and on the terms to be set out in the Composite Document. The Offers have become unconditional in all respects upon the Sale and Purchase Completion on 5 June 2017. The Composite Document is expected to be despatched to the Shareholders and the Optionholder on or before 7 June 2017.

Sage Global Holdings Limited Zhang Sanhuo

Sole Director

By order of the Board

PINE Technology Holdings Limited Chiu Hang Tai

Chairman

Hong Kong, 5 June 2017