Forebase International : ANNOUNCEMENT (I) PROPOSED REMOVAL OF DIRECTORS; (II) SHAREHOLDERS' LOAN AGREEMENT AND DRAWDOWN; AND (III) CLARIFICATION

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

1. 1. PROPOSED REMOVAL OF DIRECTORS;
2. SHAREHOLDERS' LOAN AGREEMENT AND DRAWDOWN; AND
3. 1. CLARIFICATION

1. PROPOSED REMOVAL OF DIRECTORS
   The Joint Offerors would like to announce that they intend to deposit a requisition notice requiring the Company to convene a general meeting pursuant to Article 65 of the Articles of Association for the purpose of considering, and if thought fit, among others, passing the ordinary resolutions to remove certain existing Directors from their respective office as a Director with effective from the date of passing the relevant resolution or the first closing date of the Offers, whichever is the later.
   As at the date of this announcement, the Joint Offerors have not served any requisition notice requiring the Company to convene a general meeting.
   Further announcement(s) will be made by the Joint Offerors as and when appropriate.

1. SHAREHOLDERS' LOAN AGREEMENT AND DRAWDOWN
   On 8 October 2019, the Company as borrower and the Joint Offerors as lenders entered into the Shareholders' Loan Agreement in relation to the provision of the Shareholders' Loan in the aggregate principal amount of up to HK$10,000,000.
   On 30 October 2019, the Company and the Joint Offerors entered into the Supplemental Letter to amend and vary certain terms and conditions of the Shareholders' Loan Agreement.

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On 13 October 2019, the Company has served on the Joint Offerors the duly signed notice of drawing in relation to the drawing of part of the principal amount of the Shareholders' Loan in the amount of approximately HK$3,755,505.62. As at the date of this announcement, all the drawing conditions have been fulfilled. The said drawing of approximately HK$3,755,505.62 took place on 17 October 2019 and the Drawdown Sum has been paid to the Receiving Parties by the Joint Offerors directly.

1. CLARIFICATION
   The Joint Offerors have noted an inadvertent omission in the information under the paragraph headed "3. ADDITIONAL DISCLOSURE OF INTERESTS AND DEALINGS OF THE JOINT OFFERORS IN THE COMPANY" as set out in appendix III to the Offer Document and the Joint Offerors wish to add the following information:
   "(xv) No benefit will be given to any Directors as compensation for loss of office or otherwise in connection with the Offers; and

1. No arrangements of the kind referred to in the third paragraph of Note 8 to Rule 22 of the Takeovers Code which exist between the Joint Offerors, or any person acting in concert with any of them, and any other person."

Save as disclosed above and in the Joint Announcement, all the information in the Offer Document shall remain unchanged.

References are made to (i) the announcement dated 17 September 2019 issued by Great Match International Limited and Rich Vision Developments Limited (the "Joint Offerors"); (ii) the announcement dated 20 September 2019 issued by Forebase International Holdings Limited (the "Company"); (iii) the offer document dated 8 October 2019 (the "Offer Document") issued by the Joint Offerors; and (iv) the joint announcement dated 11 October 2019 (the "Joint Announcement") jointly issued by the Joint Offerors and the Company. Capitalised terms used herein shall have the same meanings as those defined in the Offer Document unless the context otherwise requires.

1. PROPOSED REMOVAL OF DIRECTORS
   The Joint Offerors would like to announce that they intend to deposit a requisition notice requiring the Company to convene a general meeting of the Company pursuant to article 65 of the articles of association (the "Article of Associations", and each an "Article") of the Company for the purpose of considering, and if thought fit, among others, passing the ordinary resolutions to remove certain existing Directors from their respective office as a Director with effective from the date of passing the relevant resolution or the first closing date of the Offers, whichever is the later.

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As at the date of this announcement, the Joint Offerors have not served any requisition notice requiring the Company to convene a general meeting.

Further announcement(s) will be made by the Joint Offerors as and when appropriate.

1. SHAREHOLDERS' LOAN AGREEMENT AND DRAWDOWN
   On 8 October 2019, the Company as borrower and the Joint Offerors as lenders entered into a loan agreement (the "Shareholders' Loan Agreement") in relation to the provision of the loan (the "Shareholders' Loan") in the aggregate principal amount of up to HK$10,000,000.
   On 30 October 2019, the Company and the Joint Offerors entered into a letter (the "Supplemental Letter") to amend and vary certain terms and conditions of the Shareholders' Loan Agreement.

The principal terms of the Shareholders' Loan Agreement (as amended and varied by the Supplemental Letter) are set out below.

Date	:	8 October 2019 (as amended and varied by the Supplemental
		Letter dated 30 October 2019)
Borrower	:	The Company
Lenders	:	(i)	Great Match
		(ii)	Rich Vision
Principal amount of	:	HK$10,000,000, among which the total commitment of Great
the Shareholders'		Match shall be HK$5,000,000 (representing 50% of the maximum
Loan		amount of the Shareholder's Loan) and the total commitment of
		Rich Vision shall be HK$5,000,000 (representing 50% of the
		maximum amount of the Shareholder's Loan), respectively
		In relation to each drawing, Great Match shall be responsible to
		provide 50% of the relevant drawdown sum (the "Drawdown
		Sum") and Rich Vision shall be responsible to provide 50% of
		the relevant Drawdown Sum
Interest rate	:	nil
Availability period	:	During the period commenced from the date of the Shareholder's
		Loan Agreement and ending on 28 November 2019 (or such later

date as may be agreed by Great Match and Rich Vision) (the "Availability Period")

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Purposes of the	:	The purpose of the Shareholders' Loan is solely for financing
Shareholders' Loan		the working capital and repayment of debts of the Company. The
		Company undertakes and confirms that the Shareholders' Loan
		will only be used for such purposes and shall not be used for any
		payment to or repayment of any debts owing to any persons who
		have been or are, during the period from the commencement of
		the Offers to the close of the Offers (the "Relevant Period"),
		the Shareholders, Optionholders (other than the Optionholders
		whose Share Options held during the Relevant Period have lapsed
		or been cancelled in full) or holders of any other securities of
		the Company and/or their respective associates. In any event,
		the Shareholders' Loan shall not be used for any payment to or
		repayment of any debts owing to Mr. Shen Yong and Mr. Shen
		Ke
Repayment	:	The Company shall repay the Shareholders' Loan in full in one
		lump sum on the repayment date, which is (i) 29 November 2019;
		or (ii) the date of occurrence of an event of default, whichever is
		the earliest (or such later date as agreed by Great Match and Rich
		Vision)
Drawing	:	Great Match and Rich Vision shall advance the Shareholders'
		Loan to the Company in the amount stated in each notice of
		drawing by delivering a cheque drawn on a licensed bank in Hong
		Kong or by bank transfer to the payee(s) named in the notice
		of drawing (the "Receiving Party(ies)") to (i) pay the relevant
		fees and expenses incurred by the Company in its operation;
		and/or (ii) repay the relevant debts owed by the Company for
		and on behalf of the Company on any business day during the
		Availability Period in accordance with the Shareholders' Loan
		Agreement. Upon the cheque in the Drawdown Sum having been
		received by the Receiving Party or the Drawdown Sum having
		been transferred to the Receiving Party's bank account, such
		Drawdown Sum shall be deemed to be drawn by the Company
Drawing conditions	:	The making of each drawing by the Company is also subject to
		the conditions that:
		(1) Great Match and Rich Vision shall have received not later
		than 12:00 noon (Hong Kong time) on the date falling two
		(2) business days immediately before the date on which the
		drawing is to be made a duly completed and signed original
		notice of drawing;

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1. Great Match and Rich Vision shall have received not later than 12:00 noon (Hong Kong time) on the date falling two
2. 1. business days immediately before the date on which the drawing is to be made (i) the invoice(s) issued by the Receiving Party to the Company in relation to the fees and all costs and expenses of the Company in the operation of the Company; and/or (ii) such documentary evidence as required by the Lenders in their sole and absolute discretion, showing the amount of debts owed by the Company;
3. Great Match and Rich Vision shall have received upon execution of the Shareholders' Loan Agreement a certified copy of the resolutions duly passed by the Board in accordance with the articles of associations of the Company approving the following persons to be appointed as Directors, with effect from the date falling one day after the date on which the Offer Document is despatched or such later date as Great Match and Rich Vision may determine, provided that such date shall not be earlier than the earliest date as may be permitted under (or pursuant to any dispensation from) the Takeovers Code or by the SFC:-

1. 1. Choi Yun Chor, Chen Jian, Tai Kwok Keung Kenny, Yeung So Mui, Ng Kwai Wah Sunny and Junwei Lin as executive Directors;
   2. Lai Cheuk Yu Cherrie and Ting Wong Kacee as independent non-executive Directors; and
   3. such other person(s) as may be nominated by Great Match and Rich Vision as Director(s); and
2. no events of default or potential events of default shall have occurred (or would be likely to occur as a result of the drawing being made) and all representations and warranties made by the Company in or in connection with the Shareholders' Loan Agreement shall be true and correct as at the date the drawing is to be made with reference to the facts and circumstances then subsisting

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On 13 October 2019, the Company has served on the Joint Offerors the duly signed notice of drawing in relation to the drawing of part of the principal amount of the Shareholders' Loan in the amount of approximately HK$3,755,505.62. On 17 October 2019, all the drawing conditions have been fulfilled. The said drawing of approximately HK$3,755,505.62 took place on 17 October 2019 and the Drawdown Sum has been paid to the Receiving Parties by the Joint Offerors directly.

1. CLARIFICATION
   The Joint Offerors have noted an inadvertent omission in the information under the paragraph headed "3. ADDITIONAL DISCLOSURE OF INTERESTS AND DEALINGS OF THE JOINT OFFERORS IN THE COMPANY" as set out in appendix III to the Offer Document and the Joint Offerors wish to add the following information:
   "(xv) No benefit will be given to any Directors as compensation for loss of office or otherwise in connection with the Offers; and

1. No arrangements of the kind referred to in the third paragraph of Note 8 to Rule 22 of the Takeovers Code which exist between the Joint Offerors, or any person acting in concert with any of them, and any other person."

Save as disclosed above and in the Joint Announcement, all the information in the Offer Document shall remain unchanged.

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, 30 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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