Decca Holdings : 2012.01.27 Decca Holidings Limited : Announcement by Offeree pursuant to Takeovers Code / Announcement by Offeror pursuant to...More English Chinese

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.

PEASEDOW ENTERPRISES LIMITED CHOSEN INVESTMENTS LIMITED

(Incorporated in the BVI with limited liability) (incorporated in Bermuda with limited liability)

JOINT ANNOUNCEMENT UNCONDITIONAL VOLUNTARY CASH OFFER BY ANGLO CHINESE CORPORATE FINANCE, LIMITED ON BEHALF OF PEASEDOW ENTERPRISES LIMITED TO ACQUIRE ALL THE SHARES IN CHOSEN INVESTMENTS LIMITED (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY PEASEDOW ENTERPRISES LIMITED AND PARTIES ACTING IN CONCERT WITH IT, EXCLUDING ANGLO CHINESE RELATED GROUP) DESPATCH OF THE COMPOSITE OFFER AND RESPONSE DOCUMENT Financial adviser to Peasedow Enterprises Limited DESPATCH OF THE PRIVATECO OFFER COMPOSITE DOCUMENT

The Privateco Offer Composite Document together with the Form of Acceptance and Transfer has been despatched to the Independent Privateco Shareholders on 27 January, 2012. The Privateco Offer will be open for acceptance on and from 27 January, 2012 and the latest time and date for acceptance of the Privateco Offer is 4:00 p.m. on 17 February, 2012. An expected timetable is set out below in this joint announcement.

Independent Privateco Shareholders are strongly advised to read the Privateco Offer Composite Document carefully, including the advice from Beijing Securities, and other information of the Privateco Group before deciding whether or not to accept the Privateco Offer. Independent Privateco Shareholders and/or potential investors of Privateco are advised to exercise caution when dealing in the Privateco Shares.

Reference is made to (i) the joint announcement issued by Decca Holdings Limited, Wealth Keeper and Peasedow dated 28 October, 2011; (ii) the circular of Decca Holdings Limited dated 20 December, 2011; and (iii) the joint announcements issued by Decca Holdings Limited, Chosen Investments Limited, Wealth Keeper and Peasedow dated 20 January, 2012. Unless otherwise defined herein, the capitalised terms used in this joint announcement shall have the same meanings as those defined in the composite offer and response document jointly issued by Peasedow and Chosen Investments Limited dated 27 January, 2012 (the "Privateco Offer

Composite Document").

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DESPATCH OF THE PRIVATECO OFFER COMPOSITE DOCUMENT

The Privateco Offer Composite Document containing, among other things, (i) the expected timetable in respect of the Privateco Offer; (ii) a letter from the Privateco Board; (iii) a letter from Anglo Chinese; and (iv) a letter of advice from Beijing Securities, together with the Form of Acceptance and Transfer, has been despatched to the Independent Privateco Shareholders on 27 January, 2012 in accordance with the Takeovers Code.
The Privateco Offer will be open for acceptance on and from 27 January, 2012 and the latest time and date for acceptance of the Privateco Offer is 4:00 p.m. on 17 February, 2012.

EXPECTED TIMETABLE

An expected timetable of the Privateco Offer is set out below:
Privateco Offer opens for acceptance ............................................................................ Friday, 27 January, 2012
Latest time and date for acceptance of the Privateco Offer ................................................. 4:00 p.m. on Friday,
17 February, 2012
Closing date of the Privateco Offer (Note 1) ............................................................... Friday, 17 February, 2012
Announcement of the results of the Privateco Offer posted on the Stock Exchange's website
under Decca Holdings Limited
and the SFC's website (Note 1) .................................................................................... By 7:00 p.m. on Friday,
17 February, 2012
Announcement of the results of the Privateco Offer
published in the newspapers ................................................................................. Saturday, 18 February, 2012
Latest date for posting of remittances
for the amounts due in respect of valid acceptances
received under the Privateco Offer (Note 2) ......................................................... Monday, 27 February, 2012

Notes:

1. The Privateco Offer, which is unconditional, will close on Friday, 17 February, 2012 unless Peasedow revises or extends the Privateco Offer in accordance with the Takeovers Code. An announcement will be issued through the Stock Exchange's website under Decca Holdings Limited by 7: 00 p.m. on Friday, 17 February, 2012 stating whether or not the Privateco Offer has closed, been revised or extended, and (if and to the extent revised or extended) the next closing date or that the Privateco Offer will remain open until further notice. If Peasedow decides that the Privateco Offer will remain open until further notice, at least 14 days' notice in writing will be given before the Privateco Offer is closed to those Independent Privateco Shareholders who have not accepted the Privateco Offer.

2. Acceptance of the Privateco Offer shall be irrevocable and shall not be capable of being withdrawn, except in the circumstances set out in Rule 19.2 of the Takeovers Code. Remittances in respect of the cash consideration payable for the Privateco Shares tendered under the Privateco Offer will be posted to the accepting Privateco Shareholder(s) at his/her/its own risks as soon as possible but in any event within 10 days of the date of receipt by the Transfer Agent of the duly completed Form of Acceptance and Transfer.

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All time and date references contained in this joint announcement and the Form of Acceptance and Transfer refer to Hong Kong time and date. IMPORTANT Independent Privateco Shareholders are strongly advised to read the Privateco Offer Composite Document carefully, including the advice from Beijing Securities, and the information of the Privateco Group before deciding whether or not to accept the Privateco Offer. Independent Privateco Shareholders and/or potential investors of Privateco are advised to exercise caution when dealing in the Privateco Shares.

By order of the board of By order of the board of Peasedow Enterprises Limited Chosen Investments Limited Mr. Tsang Chi Hung Mr. Tsang Chi Hung

Director Director

Hong Kong, 27 January, 2012

As at the date of this announcement, Mr. Tsang Chi Hung, Ms. Kwan Yau Choi and Mr. Liu Hoo Kuen are the directors of Peasedow.

The directors of Peasedow accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Privateco Group, their respective associates and parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the board of directors of Chosen Investments Limited comprises four directors, namely Mr. Tsang Chi Hung, Mr. Liu Hoo Kuen, Ms. Kwan Yau Choi and Ms, Fung Sau Mui.

The directors of Chosen Investments Limited jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information in relation to Peasedow, their respective associates and parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would

make any statement in this announcement misleading.

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