Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Forebase International Holdings Limited nor is it a solicitation of any acceptance, vote or approval in any jurisdiction.

GREAT MATCH

RICH VISION

INTERNATIONAL LIMITED

DEVELOPMENTS LIMITED

(incorporated in the British Virgin Islands with

(incorporated in the British Virgin Islands with

limited liability)

limited liability)

ANNOUNCEMENT

DESPATCH OF THE OFFER DOCUMENT RELATING TO

MANDATORY UNCONDITIONAL CASH OFFERS BY

RED SUN CAPITAL LIMITED

FOR AND ON BEHALF OF THE JOINT OFFERORS TO ACQUIRE

ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED

AND AGREED TO BE ACQUIRED BY THE JOINT OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM) AND TO CANCEL ALL THE OUTSTANDING SHARE OPTIONS OF FOREBASE INTERNATIONAL HOLDINGS LIMITED

Financial Adviser to the Joint Offerors

References are made to (i) the announcement issued by Great Match International Limited and Rich Vision Developments Limited (the "Joint Offerors") dated 17 September 2019 in relation to, among others, the mandatory unconditional cash offers to be made by Red Sun Capital Limited for and on behalf of the Joint Offerors to acquire all the issued shares (other those already owned and agreed to be acquired by the Joint Offerors and parties acting in concert with any of them) and to cancel all the outstanding share options of Forebase International Holdings Limited in accordance with the Takeovers Code (the "Announcement"); and (ii) the offer document issued by the Joint Offerors dated 8 October 2019 (the "Offer Document"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Offer Document.

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DESPATCH OF THE OFFER DOCUMENT

The Offer Document, setting out, among other things, (i) the details of the Offers (including the expected timetable and terms and conditions of the Offers); (ii) the letter from Red Sun Capital, together with the accompanying Forms of Acceptance, have been despatched to the Shareholders and Optionholders on 8 October 2019 in accordance with the Takeovers Code.

EXPECTED TIMETABLE

All references to date and time contained in this announcement refer to Hong Kong date and time. The expected timetable set out below is indicative only and is subject to changes. Any changes to the timetable will be announced by the Joint Offerors as and when appropriate.

Event

Time and date

Despatch date of the Offer Document and the accompanying Forms

of Acceptance and commencement date of the Offers (Note 1) . . . . . Tuesday, 8 October 2019

Latest date for the posting of the Response Document (Note 2). . . .

Tuesday, 22 October 2019

Latest time and date for acceptance of the Offers on the

Closing Date (Notes 3 and 4) . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 5 November 2019

Announcement of the results of the Offers as at the Closing Date to be posted on the website of the Stock Exchange and

the Company (Note 3). . . . . . . . . . . . . . . . . . . . .no later than 7:00 p.m. on Tuesday, 5 November 2019

Latest date for posting of remittances for the amount due in respect of valid acceptances received under the Offers on or

before 4:00 p.m. on the Closing Date (Notes 4 and 5) . . . . . . .Thursday, 14 November 2019

Notes:

  1. The Offers, which is unconditional, is open for acceptance on and from Tuesday, 8 October 2019, being the date of the Offer Document, and are capable of acceptance on and from that date until 4:00 p.m. on the Closing Date.
  2. In accordance with the Takeovers Code, the Company is required to post the Response Document within 14 days from the posting of the Offer Document, unless the Executive consents to a later date and the Joint Offerors agree to extend the closing date by the number of days in respect of which the delay in the posting of the Response Document is agreed

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  1. In accordance with the Takeovers Code, where the Response Document is posted after the date on which the Offer Document is posted, the Offers must initially be open for acceptance for at least 28 days following the date on which the Offer Document is posted. The latest time and date for acceptance of the Offer is 4:00 p.m. on Tuesday, 5 November 2019 unless the Joint Offerors revise or extend the Offers in accordance with the Takeovers Code. An announcement will be issued on the website of the Stock Exchange and the Company by 7:00 p.m. on the Closing Date, stating whether the Offers have been extended, revised or expired. In the event that the Joint Offerors decide to extend the Offers 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 Offers are closed in accordance with the Takeovers Code.
  2. If there is a tropical cyclone warning signal number 8 or above or a "black" rainstorm warning signal in force on the Closing Date or the date for posting of remittances and it has (i) not been cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offers or the posting of remittances 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) been cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offers or the posting of remittances will remain at 4:00 p.m. on the same Business Day.
  3. Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable for the Offer Shares and/or Share Options tendered under the Offers will be despatched to the Independent Shareholders and/or Optionholders accepting the Offers 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 (receipt of which renders such acceptance complete and valid) in accordance with the Takeovers Code. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the section headed "7. Right of withdrawal" in Appendix I to the Offer Document.

Save as mentioned above, if the latest time for the acceptance of the Offers 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 will notify the Shareholders and Optionholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

WARNING

The Offers are unconditional in all respects. Independent Shareholders and Optionholders are encouraged to read the Offer Document (including the Forms of Acceptance) as well as the Response Document to be issued by the Company carefully, before deciding whether or not to accept the Offers.

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Shareholders, Optionholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

By Order of the sole director of

By Order of the sole director of

Great Match International Limited

Rich Vision Developments Limited

Choi Yun Chor

Cheng Ting Kong

Sole Director

Sole Director

Hong Kong, 8 October 2019

As at the date of this announcement, the sole director of Great Match is Mr. Choi. The sole director of Great Match accepts full responsibility for the accuracy of information contained in this announcement (other than the information relating to Rich Vision and parties acting in concert with it) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the sole director of Rich Vision) have been arrived at upon 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 sole director of Rich Vision is Mr. Cheng. The sole director of Rich Vision accepts full responsibility for the accuracy of information contained in this announcement (other than information relating to Great Match and parties acting in concert with it) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the sole director of Great Match) have been arrived at upon 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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Forebase International Holdings Ltd. published this content on 08 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 October 2019 22:56:00 UTC