AUSNUTRIA DAIRY CORPORATION LTD 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.
CENTER LABORATORIES, INC.(Incorporated in Taiwan with limited liability)
FAREAST LAND DEVELOPMENT CO., LTD(Incorporated in Taiwan with limited liability)
BABYLAND HOLDINGS LIMITED(Incorporated in the BVI with limited liability)
YUANTA I VENTURE CAPITAL CO., LTD.(Incorporated in Taiwan with limited liability)
YUANTA ASIA INVESTMENT LIMITED(Incorporated in the BVI with limited liability)
YUANTA SECURITIES (HONG KONG) COMPANY LIMITED(Incorporated in Hong Kong with limited liability)
ASEAN BIO&MEDICAL PLATFORM INVESTMENT, L.P.(Established in Korea as limited partnership)
BIOENGINE TECHNOLOGY DEVELOPMENT INC. (Incorporated in Taiwan with limited liability) POWER POINTER LIMITED(Incorporated in Hong Kong with limited liability)
AUSNUTRIA DAIRY CORPORATION LTD
J ! l ' f i � � J N ' f f � N i H
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1717) DESPATCH OF THE COMPOSITE DOCUMENT IN RELATION TO THE MANDATORY CONDITIONAL GENERAL CASH OFFER BY OPTIMA CAPITAL LIMITED ON BEHALF OF THE JOINT OFFERORS TO ACQUIRE ALL THE ISSUED SHARES OF AUSNUTRIA DAIRY CORPORATION LTD (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE JOINT OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM) Financial adviser to the Joint Offerors Financial adviser to the Company1
References is made to (i) the joint announcement dated 10 June 2015 (the "Announcement") jointly issued by the Joint Offerors and the Company in respect of, among other things, the Offer; and (ii) the composite offer and response document to be despatched by the Joint Offerors and the Company dated 2 July 2015 (the "Composite Document"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.
DESPATCH OF THE COMPOSITE DOCUMENT AND THE ACCEPTANCE FORMThe Composite Document containing, among other things, (i) details of the Offer and its terms and conditions (including the expected timetable); (ii) the letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in respect of the Offer; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee in connection with the Offer; and (iv) the Acceptance Form, will be despatched to the Shareholders on 2 July 2015 in accordance with the Takeovers Code.
EXPECTED TIMETABLE
The expected timetable set out below is indicative only and may be subject to change. Any change to the timetable will be announced by the Joint Offerors and the Company as and when appropriate. Unless otherwise specified, all times and dates set out below refer to Hong Kong local time and dates.
2015
Despatch of the Composite Document and
the Acceptance Form and commencement
date of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 2 July
Latest time and date for acceptance of the Offer
on the First Closing Date (Notes 2 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
Thursday, 23 July
First Closing Date (Notes 1 and 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 23 July
Announcement of the results of the Offer
(or its extension or revision, if any) to be posted
on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . by 7:00 p.m. on
Thursday, 23 July
Latest date of posting of remittances in respect of valid acceptances received under the Offer
by the First Closing Date (assuming the Offer becomes
or is declared unconditional on such date) (Notes 3 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 3 August
Latest time and date for the Offer to remain open for acceptance (assuming the Offer becomes or
is declared unconditional on the First Closing Date)
(Notes 4 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
Thursday, 6 August
2
2015
Final Closing Date of the Offer if the Offer becomes
or is declared unconditional on the First Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 6 August
Latest date of posting of remittances in respect of valid acceptances received under the Offer on or
before 4:00 p.m. on Thursday, 6 August 2015, being the latest date on which the Offer remains open
for acceptances assuming the Offer becomes or is declared unconditional in all respects on
the First Closing Date (Notes 3 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 17 August
Latest time and date by which the Offer can become or
be declared unconditional as to acceptances (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7:00 p.m. on
Tuesday, 1 September
Notes:
1. The Offer, which is conditional, is made on the date of posting of the Composite Document, and is capable of acceptance on and from Thursday, 2 July 2015 until the First Closing Date. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the Rule 19.2 of the Takeovers Code or in compliance with Rule 17 of the Takeovers Code.
2. 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 Thursday, 23 July
2015 unless the Joint Offerors revise or extend the Offer in accordance with the Takeovers Code. An announcement will be issued on the website of the Stock Exchange by 7:00 p.m. on Thursday, 23 July 2015 stating whether the Offer has been extended, revised or expired. In the event that the Joint Offerors decide to extend the Offer and the announcement does not specify the next closing date, at least 14 days' notice by way of an announcement will be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.
3. 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 made to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within 7 Business Days following the later of the date on which the Offer becomes or is declared unconditional and the date of the receipt of duly completed acceptances together with all the valid requisite documents by the Registrar from the Independent Shareholders accepting the Offer in accordance with the Takeovers Code.
An acceptor of the Offer shall be entitled to withdraw its/his/her acceptance after 21 days from the First Closing Date if the Offer has not by then become unconditional as to acceptances. However, this entitlement to withdraw shall only be exercisable until such time as the Offer becomes or is declared unconditional as to acceptances.
4. If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning:
(a) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer or the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer or the posting of remittances, as the case may be, will remain at
4:00 p.m. on the same Business Day; or
(b) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer or the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer or the posting of remittances, as the case may be, will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force ant any time between 9:00 a.m. and 4:00 p.m. or such other day as the Executive may approve.
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5. In accordance with the Takeovers Code, where the Offer becomes or is declared unconditional in all respects, the Offer should remain open for acceptance for not less than 14 days thereafter. In such case, at least 14 days' notice in writing must be given before the Offer is closed to the Independent Shareholders who have not accepted the Offer. The Joint Offerors have the right, subject to the Takeovers Code, to extend the Offer until such date as they may determine or as permitted by the Executive.
6. In accordance with the Takeovers Code, except with the consent of the Executive, the Offer may not become or be declared unconditional as to acceptances after 7:00 p.m. on the 60th day after the day on which the Composite Document was posted. Where a period laid down by the Takeovers Code ends on a day which is not a Business Day, the period is extended until the next Business Day. Accordingly, unless the Offer has previously become or is declared unconditional as to acceptance, the Offer will lapse after
7:00 p.m. on Tuesday, 1 September 2015, unless extended with the consent of the Executive.
Save as mentioned above, if the latest time for the 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 Joint Offerors and the Company will notify the Shareholders by way of announcement(s) of any change in the expected timetable as soon as possible.
Shareholders are advised to read the Composite Document before taking any action on the Offer. Shareholders and investors should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.By order of the board of By order of the Board
Center Laboratories, Inc. Ausnutria Dairy Corporation Ltd Lin Jung-Chin Yan Weibin
Chairman Chairman
By order of the board of
Chairman
By order of the board of
Director
By order of the board of
Director
By order of the board of
Director
By order of the board of
Director
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By order of
Asean Bio&Medical Platform Investment, L.P. Sung-Hyeok Hong
Director of M-Venture Investment Inc.
the general partner of Asean Bio&Medical
Platform Investment, L.P.
By order of the board of
Chairman
By order of
Director
Hong Kong, 2 July 2015
As at the date of this joint announcement, the Board comprises four executive Directors, namely Mr. Yan Weibin (Chairman), Mr. Lin Jung-Chin, Mr. Bartle van der Meer (Chief Executive Officer) and Ms. Ng Siu Hung, and three independent non-executive Directors, namely Mr. Qiu Weifa, Mr. Jason Wan and Mr. Lau Chun Fai Douglas.
The Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (save for the information relating to the Joint Offerors and parties acting in concert with any of them) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Joint Offerors and parties acting in concert with any of them) 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 board of Center Lab comprised seven directors, namely Mr. Lin Jung-Chin, Mr. Chen Wann-Lai, Mr. Chou Ta-Wei, Mr. Chang Po-Chih, Witty Mate Corporation (whose directors were Mr. Lee Ching-Chan, Mr. Lee Yu-shu and Mr. Lee Tsung-ting), Yuhwa Universal Co, Ltd (whose directors were Ms. Chiao Ting and Ms. Chiao Ling) and Jason Biotech Co., Ltd (whose directors were Ms. Lin O Li-Chu, Mr. Lin Hung-Hsuan and Mr. Lin Wei-Hsuan); and two independent directors, namely Mr. Chen Yung-Chang and Mr. Ho Shin-Chinn.
The directors of Center Lab jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (excluding those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them but including those expressed by BioEngine Tech and parties acting in concert with it) expressed 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 statements in this joint announcement misleading.
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Fareast LD
As at the date of this joint announcement, the board of Fareast LD comprised three directors, namely Mr. Chao
Teng-Hsiung, Mr. Chao Wen-Chia and Ms. Chao Chen Sor. Fareast LD is wholly owned by �
0RJ (Shin Yu Investment Ltd.). The board of �(Shin Yu Investment Ltd.) comprised three directors, namely Mr. Chao Teng-Hsiung, Mr. Chao Wen-Chia and Ms. Chao Chen Sor.
The directors of Fareast LD jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed 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 statements in this joint announcement misleading.
The directors of �(Shin Yu Investment Ltd.) jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) 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 contained in this joint announcement misleading.
As at the date of this joint announcement, the sole director of Babyland was Mr. Kang Pei. Babyland was controlled by Chengwei Evergreen Capital, L.P., whose general partner was Chengwei Evergreen Management, LLC. The board of Chengwei Evergreen Management, LLC comprised two directors, mainly Mr. Kang Pei and Mr. Li Eric X.
The sole director of Babyland accepts full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed 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 statements in this joint announcement misleading.
The directors of Chengwei Evergreen Management, LLC jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) 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 contained in this joint announcement misleading.
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Yuanta I Venture, Yuanta Asia and Yuanta Securities
As at the date of this joint announcement, the board of Yuanta I Venture comprised three directors, namely Mr. Li
Ko Ming, Mr. Chan Wen Liang and Ms. Lin Tse Fen.
The directors of Yuanta I Venture jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed 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 statements in this joint announcement misleading.
As at the date of this joint announcement, the board of Yuanta Asia comprised three directors, namely Mr. Kuo
Ming Cheng, Ms. Yu Hsiao Tsui and Ms. Chiu Wen Ching.
The directors of Yuanta Asia jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed 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 statements in this joint announcement misleading.
As at the date of this joint announcement, the board of Yuanta Securities comprised seven directors, namely Ms. Chen Miao Ju, Mr. Wan Siu Shun, Mr. Yiu Chi Wah, Mr. Lim Pak Fu, Mr. Wang Chun-chieh, Mr. Tan Pei San and Mr. Kuo Ming Cheng.
The directors of Yuanta Securities jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed 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 statements in this joint announcement misleading.
As at the date of this joint announcement, the board of Yuanta Financial Holdings Co., Ltd. (the ultimate parent company of Yuanta I Venture, Yuanta Asia and Yuanta Securities) comprised Mr. Seetoo Dah Hsian, Mr. Lin Cheng Ji, Mr. Chilai Ping, Mr. Wang Rong Jou, Mr. Shen Ting Chien, Mr. Ma Wei Chen, Mr. Fang Jun Long, Mr. Ho Ming Heng and Mr. Chiu Hsian Dao.
The directors of Yuanta Financial Holdings Co., Ltd. jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) 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 contained in this joint announcement misleading.
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Asean BMPI
Asean BMPI is a partnership and does not have directors. M-Venture Investment Inc. is the general partner. As at the date of this joint announcement, the board of M-Venture Investment Inc. comprised five directors, namely, Mr. Sung-Hyoek Hong, Mr. Jong-Il Hong, Mr. Lin Jung-Chin, Mr. Doo Seung Yang and Mr. Ki Young Lee.
The directors of M-Venture Investment Inc. jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) 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 contained in this joint announcement misleading.
As at the date of this joint announcement, the board of BioEngine Tech comprised five directors, namely Mr. Lin
Jung-Chin, Mr. Hsu Jui-Pao, Mr. Chen Chun-Hong, Mr. Lee Chung-Liang and Mr. Cheng Wann-Lai.
The directors of BioEngine Tech jointly and severally accept full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed 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 statements in this joint announcement misleading.
As at the date of this joint announcement, the sole director of Power Pointer was Mr. Lu I-Yen. Power Pointer was controlled by China Consumer Fund, L.P., whose general partner was Strait Capital Partners. The sole director (and the sole shareholder) of Strait Capital Partners was Strait Capital Equity Limited (the directors of which comprised Mr. Hu Ting-Wu and Mr. Lu I-Yen).
The sole director of Power Pointer accepts full responsibility for the accuracy of the information (save for the information relating to the Group and the other Joint Offerors and parties acting in concert with any of them) contained in this joint announcement and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions (other than those expressed by the Group and the other Joint Offerors and parties acting in concert with any of them) expressed 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 statements in this joint announcement misleading.
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