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 any securities of the Global Mastermind Capital Limited nor shall there be any sale, purchase or subscription for securities of the Global Mastermind Capital Limited in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. 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.

CHINA LEAD INVESTMENT HOLDINGS LIMITED

GLOBAL MASTERMIND CAPITAL LIMITED

領華投資控股有限公司

Cayman Islands and continued in Bermuda with limited liability)

(Incorporatedin the球 大 通 投 資 有 限 公 司

*

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 905)

JOINT ANNOUNCEMENT

DESPATCH OF COMPOSITE DOCUMENT

RELATING TO MANDATORY UNCONDITIONAL CASH OFFER BY

LEGO SECURITIES LIMITED

FOR AND ON BEHALF OF

CHINA LEAD INVESTMENT HOLDINGS LIMITED

TO ACQUIRE ALL THE ISSUED SHARES OF

GLOBAL MASTERMIND CAPITAL LIMITED

(OTHER THAN THOSE SHARES ALREADY OWNED

BY AND/OR TO BE ACQUIRED

BY CHINA LEAD INVESTMENT HOLDINGS LIMITED AND

PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to the Offeror

Offer agent to the Offeror

Independent Financial Adviser to the Independent Board Committee

  • For identification purposes only

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References are made to (i) the announcements dated 19 March 2021 and 9 April 2021 jointly issued by the Offeror and the Company; and (ii) the composite document dated 30 April 2021 (the "Composite Document") jointly issued by the Offeror and the Company in respect of the Offer. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document setting out, among others, (i) the expected timetable in respect of the Offer; (ii) the letter from Lego Securities; (iii) the letter from the Board; (iv) the letter from the Independent Board Committee containing its recommendation in respect of the Offer to the Independent Shareholders; and (v) the letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Offer, together with the Form of Acceptance, will be despatched to the Independent Shareholders on 30 April 2021 in accordance with the Takeovers Code.

EXPECTED TIMETABLE

The Offer will be open for acceptance on and from Friday, 30 April 2021 and the latest time and date for acceptance of the Offer is 4:00 p.m. on Friday, 21 May 2021 (unless revised or extended in accordance with the Takeovers Code, in which case, an announcement will be made as and when appropriate).

Unless otherwise specified, all time and date references contained in this joint announcement refer to Hong Kong time and dates.

2

(Note 2)

Event

Time & Date

2021

Despatch date of the Composite Document and

the accompanying Form of Acceptance

and commencement date of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . .

Friday, 30 April

Latest time and date for acceptance of

the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . by 4:00 p.m. on Friday, 21 May

Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 21 May

Announcement of the results of the Offer

(or their extension or revision, if any) to be posted

on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . no later than 7:00 p.m. on Friday, 21 May

Latest date for posting of remittances in respect of

valid acceptances received under the Offer (Note 3) . . . . . . . . . . . . . . . . . . . . .

Tuesday, 1 June

Notes:

1. The Offer, which is unconditional in all respects, is made on the date of posting of the Composite Document, and is capable of acceptance on and from that date until 4:00 p.m. on the Closing Date, unless the Offeror decides to revise or extend the Offer in accordance with the Takeovers Code. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the paragraph headed "6. Right of Withdrawal" in Appendix I to the Composite Document.

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  1. In accordance with the Takeovers Code, the Offer must initially be open for acceptance for at least 21 days following the date on which the Composite Document is posted. The latest time and date for acceptance of the Offer is 4:00 p.m. on Friday, 21 May 2021 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. An announcement will be issued jointly by the Offeror and the Company through the website of the Stock Exchange by no later than 7:00 p.m. on the Closing Date stating whether the Offer has been extended, revised or expired. In the event that the Offeror decides to revise or extend the Offer, all Independent Shareholders, whether or not they have already accepted the Offer before or after the revision (if any), will be entitled to the revised Offer under the revised terms. The revised Offer must be kept open for at least 14 days following the date on which the revised offer document(s) are posted and shall not close earlier than the Closing Date.
    If there is a tropical cyclone warning signal number 8 or above or a "black" rainstorm warning signal, or "extreme condition" caused by super typhoon in force in Hong Kong on the Closing Date and (i) not cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offer will be postponed to 4:00 p.m. on the next Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve; or (ii) cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offer will remain on the same day, i.e. 4:00 p.m. on the Closing Date.
  2. Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable for the Offer Shares tendered under the Offer will be despatched to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt of all relevant documents required to render such acceptance complete and valid in accordance with the Takeovers Code.

Save as mentioned above, if the latest time for acceptance of the Offer and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will notify the Independent Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

4

IMPORTANT

The Offer is unconditional in all respects. The Independent Shareholders are strongly advised to read the Composite Document and the Form of Acceptance carefully, including the recommendation of the Independent Board Committee to the Independent Shareholders and the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer. Shareholders and/or potential investors of the Company should exercise caution when dealing in the Shares or exercising other rights in respect of any of them. Persons who are in doubt as to the action they should take should consult their licensed securities dealers or registered institutions in securities, bank managers, solicitors, professional accountants or other professional advisers. The Offeror and the Company remind their respective associates of the dealing restrictions under the Takeovers Code and to disclose their permitted dealings, if any, in any securities of the Company.

By order of the board

By order of the Board

China Lead Investment Holdings Limited

Global Mastermind Capital Limited

Mung Bun Man, Alan

Mung Kin Keung

Sole Director

Chairman

Hong Kong, 30 April 2021

As at the date of this joint announcement, the Board comprises Mr. Mung Kin Keung, and Mr. Mung Bun Man, Alan as executive Directors; and Mr. Fung Wai Ching, Mr. Lei Seng Fat and Mr. Poon Wai Hoi, Percy as independent non-executive Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Offeror and parties acting in concert with it) contained in this joint announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed (other than those expressed by the sole director of the Offeror) in this joint announcement 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, Mr. Mung Bun Man, Alan is the sole director of the Offeror.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Directors) 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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Global Mastermind Capital Limited published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 22:45:13 UTC.