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Sun Xue Song and Xue Zhao Qiang Close of the Offers

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Sun Xue Song and Xue Zhao Qiang Close of the Offers 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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. SUN XUE SONG STEED ORIENTAL (HOLDINGS) COMPANY LIMITED AND 駿東（控股）有限公司 XUE ZHAO QIANG (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8277) JOINT ANNOUNCEMENT (1) CLOSE OF UNCONDITIONAL MANDATORY CASH OFFERS BY GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED ON BEHALF OF THE JOINT OFFERORS; (2) RESULTS OF THE OFFERS; (3) CHANGE OF DIRECTORS; (4) CHANGE OF CHAIRMAN AND APPOINTMENT OF CHIEF EXECUTIVE OFFICER; (5) CHANGE OF COMPOSITION OF BOARD COMMITTEES; (6) CHANGE OF AUTHORISED REPRESENTATIVES; AND (7) CHANGE OF COMPLIANCE OFFICER Financial Adviser to the Joint Offerors GUOTAI JUNAN CAPITAL LIMITED CLOSE OF THE OFFERS The Joint Offerors and the Company jointly announce that the Offers closed at 4:00 p.m. on Friday, 12 August 2016 and were not revised or extended by the Joint Offerors. 1 RESULTS OF THE OFFERS As at 4:00 p.m. on 12 August 2016, being the latest time and date for acceptance of the Offers as set out in the Composite Document, the Joint Offerors received valid acceptances in respect of (i) 39,647,267 Offer Shares (representing approximately 19.79% of the total number of Shares in issue as at the date of this joint announcement) and (ii) 9,300,000 Share Options, representing approximately 100% of the Share Options outstanding under the Option Offer. SETTLEMENT OF THE OFFERS Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptances of the Share Offer) payable for the Offer Shares or Share Options (as the case may be) under the Offers have been or will be despatched to the accepting Independent Shareholders or Independent Optionholders (as the case may be) by ordinary post at their own risk as soon as possible or by other means as instructed by them, but in any event within seven Business Days after the date of receipt of a duly completed Form of Acceptance in accordance with the Takeovers Code. SHAREHOLDING STRUCTURE OF THE COMPANY Immediately after the close of the Offers and taking into account the valid acceptances in respect of 39,647,267 Offer Shares, the Joint Offerors and the parties acting in concert with either of or both of them are interested in an aggregate of 153,802,120 Shares, representing approximately 76.77% of the total number of Shares in issue as at the date of this joint announcement. PUBLIC FLOAT Immediately after the close of the Offers, subject to the due registration by the Registrar of the transfer of the Offer Shares, 46,531,213 Shares, representing approximately 23.23% of the total number of Shares in issue as at the date of this joint announcement, are held by the public (as defined in the GEM Listing Rules). Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% as set out under Rule 11.23(7) of the GEM Listing Rules is not satisfied. As such, the Company will make an application to the Stock Exchange for a temporary waiver from strict compliance with the Rule 11.23(7) of the GEM Listing Rules. The Joint Offerors and the Directors will take appropriate steps to restore the required minimum public float as early as practicable. Further announcement(s) will be made by the Company regarding the restoration of public float as and when appropriate. 2 CHANGE OF DIRECTORS The Board announces that with effect from the close of the Offers on 12 August 2016: (a) Ms. Sun Xue Song and Mr. Xue Zhao Qiang have been appointed as executive Directors; (b) Mr. Ding Hongquan, Ms. Dong Ping and Mr. Zhu Da have been appointed as independent non- executive Directors; and (c) Mr. Huang Dong Sheng has been re-designated from an executive Director to a non-executive Director. The Board further announces that: (a) Ms. Wong Sut Keng and Ms. Wong Hang Kuen have resigned as executive Directors with effect from the close of the Offers on 12 August 2016; (b) Mr. Chan Kai Nang, Mr. Ho Chee Mun and Mr. Yuen Kim Hung Michael have resigned as independent non-executive Directors with effect from the close of the Offers on 12 August 2016; and (c) Mr. Yeung Hung Yuen will resign as an executive Director with effect from 16 August 2016. CHANGE OF CHAIRMAN AND APPOINTMENT OF CHIEF EXECUTIVE OFFICER Mr. Huang Dong Sheng has resigned as the chairman of the Company and Ms. Sun Xue Song has been appointed as the chairman of the Company and Mr. Xue Zhao Qiang has been appointed as the chief executive officer of the Company, all with effect from 12 August 2016. CHANGE OF COMPOSITION OF BOARD COMMITTEES The Board announces that with effect from 12 August 2016: (a) Mr. Yuen Kim Hung Michael has resigned as member and chairman of the Audit Committee. Mr. Chan Kai Nang and Mr. Ho Chee Mun have resigned as members of the Audit Committee; (b) Mr. Ding Hongquan, Ms. Dong Ping and Mr. Zhu Da have been appointed as members of the Audit Committee. Mr. Zhu Da has also been appointed as the chairman of the Audit Committee; (c) Mr. Ho Chee Mun has resigned as member and chairman of the Remuneration Committee. Mr. Chan Kai Nang and Mr. Yuen Kim Hung Michael have resigned as members of the Remuneration Committee; 3 (d) Mr. Ding Hongquan, Ms. Dong Ping and Mr. Zhu Da have been appointed as members of the Remuneration Committee. Ms. Dong Ping has also been appointed as the chairman of the Remuneration Committee; (e) Mr. Chan Kai Nang has resigned as member and chairman of the Nomination Committee. Mr. Ho Chee Mun and Mr. Yuen Kim Hung Michael have resigned as members of the Nomination Committee; and (f) Mr. Ding Hongquan, Ms. Dong Ping and Mr. Zhu Da have been appointed as members of the Nomination Committee. Mr. Ding Hongquan has also been appointed as the chairman of the Nomination Committee. CHANGE OF AUTHORISED REPRESENTATIVES Ms. Wong Sut Keng and Mr. Yeung Hung Yuen have resigned as authorised representatives of the Company under the GEM Listing Rules and Ms. Sun Xue Song, the executive Director, and Mr. Lai Kin Wa, the company secretary of the Company have been appointed as authorised representatives of the Company under the GEM Listing Rules, all with effect from 12 August 2016. Ms. Wong Sut Keng has resigned as authorised representative of the Company to accept service of process in Hong Kong pursuant to the Companies Ordinance with effect from 12 August 2016. CHANGE OF COMPLIANCE OFFICER Mr. Yeung Hung Yuen has resigned as the Compliance Officer and Ms. Sun Xue Song has been appointed as the Compliance Officer with effect from 12 August 2016. Reference is made to the composite offer and response document (the “Composite Document”) jointly issued by Steed Oriental (Holdings) Company Limited (the “Company”, together with its subsidiaries, the “Group”) and Ms. Sun Xue Song and Mr. Xue Zhao Qiang (the “Joint Offerors”) dated 22 July 2016, in respect of the unconditional mandatory cash offers by Guotai Junan Securities (Hong Kong) Limited on behalf of the Joint Offerors to acquire all the issued shares and to cancel all outstanding share options of the Company (other than those already owned by the Joint Offerors and the parties acting in concert with either of or both of them) (the “Offers”). Capitalised terms used in this joint announcement shall have the same meanings as defined in the Composite Document, unless otherwise specified. 4 CLOSE OF THE OFFERS The Joint Offerors and the Company jointly announce that the Offers closed at 4:00 p.m. on Friday, 12 August 2016 and were not revised or extended by the Joint Offerors. RESULTS OF THE OFFERS As at 4:00 p.m. on 12 August 2016, being the latest time and date for acceptance of the Offers as set out in the Composite Document, the Joint Offerors received valid acceptances in respect of (i) 39,647,267 Offer Shares (representing approximately 19.79% of the total number of Shares in issue as at the date of this joint announcement) and (ii) 9,300,000 Share Options, representing approximately 100% of the Share Options outstanding under the Option Offer. SETTLEMENT OF THE OFFERS Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptances of the Share Offer) payable for the Offer Shares or Share Options (as the case may be) under the Offers have been or will be despatched to the accepting Independent Shareholders or Independent Optionholders (as the case may be) by ordinary post at their own risk as soon as possible or by other means as instructed by them, but in any event within seven Business Days after the date of receipt of a duly completed Form of Acceptance in accordance with the Takeovers Code. SHAREHOLDING STRUCTURE OF THE COMPANY Immediately before the commencement of the Offers, the Joint Offerors and the parties acting in concert with either of or both of them owned, controlled or had direction over 114,154,853 Shares and save for the aforesaid, none of the Joint Offerors nor any of the parties acting in concert with either of or both of them owned, controlled or had direction over any Shares, derivatives, warrants, the securities convertible into Shares or any rights over the Shares.
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