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, or form part of, any offer to purchase or subscribe for or an invitation to purchase or subscribe for any securities of the Offeror, AGL and SHK IND or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of SHK IND in any jurisdiction in contravention of applicable law. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

ALLIED GROUP LIMITED (聯 合 集 團 有 限 公 司)

(Incorporated in Hong Kong with limited liability)

(Incorporated in Hong Kong with limited liability)

(Stock Code: 373)

(Stock Code: 666)

The Offeror

BRIGHT CLEAR LIMITED

  • 晴 輝 有 限 公 司)

(Incorporated in the British Virgin Islands with limited liability)

JOINT ANNOUNCEMENT

PROPOSED PRIVATISATION OF SHK IND

BY THE OFFEROR

BY WAY OF A SCHEME OF ARRANGEMENT

(UNDER SECTION 673 OF THE COMPANIES ORDINANCE)

IN THE FORM OF A TAKEOVER OFFER

  1. SANCTION OF THE SCHEME BY THE HIGH COURT
    1. EXPECTED EFFECTIVE DATE

AND

(3) PROPOSED WITHDRAWAL OF LISTING OF SHK IND SHARES

Financial Adviser to the Offeror

Independent Financial Adviser to SHK IND

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References are made to (i) the scheme document dated 11th February, 2021 (the "Scheme Document") jointly issued by SHK Hong Kong Industries Limited ("SHK IND"), Allied Group Limited ("AGL") and Bright Clear Limited (the "Offeror") in relation to, among other things, the proposed privatisation of SHK IND by way of a scheme of arrangement under section 673 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) in the form of a takeover offer; and (ii) the joint announcement dated 12th March, 2021 jointly issued by SHK IND, AGL and the Offeror in relation to, among other things, the results of the Court Meeting and the General Meeting. Capitalised terms used herein shall have the same meanings as they were defined in the Scheme Document unless the context otherwise specified.

SANCTION OF THE SCHEME AND CONFIRMATION OF THE CAPITAL REDUCTION OF SHK IND BY THE HIGH COURT

The Scheme was sanctioned without modification by the High Court on Tuesday, 20th April, 2021. The reduction of the share capital of SHK IND involved in the Scheme (the "Capital Reduction") was also confirmed by the High Court on the same day.

The Scheme shall become effective when an office copy of the order of the High Court sanctioning the Scheme (without modification) and confirming the Capital Reduction is registered by the Registrar of Companies under section 230 of the Companies Ordinance. An office copy of the order of the High Court made on Tuesday, 20th April, 2021 sanctioning the Scheme (without modification) and confirming the Capital Reduction under section 229 of the Companies Ordinance, the minute (approved by the High Court) and the return containing particulars required under section 230 of the Companies Ordinance are expected to be delivered to the Registrar of Companies for registration on Thursday, 22nd April, 2021.

EXPECTED EFFECTIVE DATE OF THE SCHEME

Subject to the registration of the order of the High Court, the minute and the return by the Registrar of Companies, the Scheme is expected to become effective on Thursday, 22nd April, 2021.

A further announcement regarding, among others, the Effective Date, will be made as and when appropriate.

PROPOSED WITHDRAWAL OF THE LISTING OF SHK IND SHARES

Subject to the Scheme becoming effective on Thursday, 22nd April, 2021, the listing of SHK IND Shares on the Stock Exchange is expected to be withdrawn at 9:00 a.m. on Friday, 23rd April, 2021.

AGL Shareholders and potential investors of AGL should be aware that the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and therefore the Proposal may or may not be implemented and the Scheme may or may not become effective. AGL Shareholders and potential investors of AGL should therefore exercise caution when dealing in securities of AGL. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

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SHK IND Shareholders and potential investors of SHK IND should be aware that the Proposal is subject to the Conditions being fulfilled or waived, as applicable, and therefore the Proposal may or may not be implemented and the Scheme may or may not become effective. SHK IND Shareholders and potential investors of SHK IND should therefore exercise caution when dealing in securities of SHK IND. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

On behalf of the board

On behalf of the AGL Board

On behalf of the SHK IND Board

Bright Clear Limited

Allied Group Limited

SHK Hong Kong

Edwin Lo King Yau

Edwin Lo King Yau

Industries Limited

Director

Executive Director

Warren Lee Wa Lun

Chairman

Hong Kong, 20th April, 2021

As at the date of this joint announcement, the AGL Board comprises Messrs. Lee Seng Hui (Chief Executive), Edwin Lo King Yau and Mak Pak Hung being the Executive Directors, Mr. Arthur George Dew (Chairman) and Ms. Lee Su Hwei being the Non-Executive Directors, and Mr. David Craig Bartlett, Mr. Alan Stephen Jones, Ms. Lisa Yang Lai Sum and Mr. Kelvin Chau Kwok Wing being the Independent Non-Executive Directors.

The AGL Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the SHK IND Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the directors of SHK IND in their capacity as such) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the directors of the Offeror are Messrs. Edwin Lo King Yau and Kelvin Lam Kam Wing.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the SHK IND Group and AGL) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the respective directors of SHK IND and AGL in their capacity as such) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the composition of the SHK IND Board is as follows: Mr. Warren Lee Wa Lun (Chairman) and Mr. Mark Wong Tai Chun are Executive Directors; Mr. Arthur George Dew is Non-Executive Director; and Mr. Albert Ho, Mr. Peter Lee Yip Wah and Mr. Louie Chun Kit are Independent Non-Executive Directors.

The SHK IND Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to AGL and the Offeror) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the respective directors of AGL and the Offeror in their capacity as such) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

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Allied Group Limited published this content on 20 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 10:28:04 UTC.