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第一太平有限公司 (Incorporated with Limited Liability Under the Laws of Bermuda) Website: (Stock Code: 00142)

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第一太平有限公司 (Incorporated with Limited Liability Under the Laws of Bermuda) Website: (Stock Code: 00142) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in First Pacific Company Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 第一太平有限公司 (Incorporated with limited liability under the laws of Bermuda) Website: www.firstpacific.com (Stock Code: 00142) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF PINEHILL COMPANY LIMITED BY PT INDOFOOD CBP SUKSES MAKMUR TBK AND NOTICE OF SGM Independent Financial Adviser to the Independent Board Committee and to the Independent Shareholders SOMERLEY CAPITAL LIMITED A letter from the Board is set out on pages 6 to 28 of this circular. A letter from the Independent Board Committee is set out on pages 29 and 30 of this circular. A letter from the Independent Financial Adviser, containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders, is set out on pages 31 to 86 of this circular. A notice convening the SGM to be held at Jasmine to Stork Room, 1st Floor, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong at 10:00 a.m. on Friday, 17 July 2020 is set out on pages SGM-1 to SGM-2 of this circular. Whether or not you are able to attend the SGM, please complete and return the enclosed Form of Proxy to First Pacific Company Limited’s Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting thereof (as the case may be). Completion and delivery of the Form of Proxy will not preclude you from attending and voting in person at the SGM or at any adjourned meeting thereof (as the case may be) should you so wish. PRECAUTIONARY MEASURES FOR THE SGM In light of the continuing risks posed by the coronavirus disease 2019 (COVID-19), First Pacific Company Limited is adopting the following precautionary measures at the SGM: (1) Compulsory temperature screening/checks. (2) Submission of Health Declaration Form. (3) Wearing of surgical face masks at the SGM venue and throughout the SGM. (4) No serving of food or drinks nor distribution of corporate gifts. (5) Shareholders attending the SGM in person will be accommodated in separate meeting rooms or partitioned areas with not more than 50 persons in each room. Attendees who do not comply with the precautionary measures (1) to (3) above may be denied entry to the SGM venue, at the absolute discretion of the Company as permitted by law. For the health and safety of our Shareholders, the Company would like to encourage its Shareholders to exercise their right to vote at the SGM by appointing the Chairman of the SGM as their proxy to vote on the relevant resolutions to be proposed at the SGM instead of attending the SGM in person. 23 June 2020 CONTENTS Page DEFINITIONS ............................................................. 1 LETTER FROM THE BOARD ................................................ 6 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ..................... 29 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ..................... 31 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ................ I-1 APPENDIX II – MANAGEMENT DISCUSSION AND ANALYSIS ON THE PINEHILL GROUP ................................. II-1 APPENDIX III – ACCOUNTANT’S REPORT OF THE PINEHILL GROUP ........ III-1 APPENDIX IV – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ................................ IV-1 APPENDIX V – GENERAL INFORMATION ................................ V-1 NOTICE OF SGM........................................................... SGM-1 DEFINITIONS In this circular and the appendices to it, the following expressions shall have the following meanings unless the context requires otherwise: “Actual Profit” has the meaning given to it in the paragraph headed “The Agreement – Consideration – Adjustment to the Consideration” in the Letter from the Board contained in this circular; “Agreement” the conditional shares sale and purchase agreement dated 22 May 2020 entered into by and between ICBP and the Sellers in relation to the Proposed Acquisition; “ASM” has the meaning given to it in the paragraph headed “Information on the Sellers – Steele Lake” in the Letter from the Board contained in this circular; “associate” has the meaning given to it in the Listing Rules; “Board” the board of Directors; “Business Day” a day (other than a Saturday, Sunday or public holiday) on which banks are open in Singapore, Jakarta and New York City (in relation to remittance in US dollars); “BVI” the British Virgin Islands; “Bye-laws” the Bye-laws of the Company, as amended from time to time; “Company” or “First Pacific” First Pacific Company Limited, an exempted company incorporated in Bermuda with limited liability, and having its shares listed on the Stock Exchange; “Completion” completion of the Proposed Acquisition in accordance with the terms and conditions of the Agreement; “Completion Date” has the meaning given to it in the paragraph headed “The Agreement – Completion” in the Letter from the Board contained in this circular; “Conditions Precedent” the conditions precedent to the Completion, details of which are set out under the paragraph headed “The Agreement – Conditions Precedent” in the Letter from the Board contained in this circular; “connected person” has the meaning assigned to it under the Listing Rules; 1 DEFINITIONS “Consideration” the purchase price for the acquisition of the entire issued share capital of Pinehill in the aggregate amount of US$2,998 million payable by ICBP to the Sellers for the Proposed Acquisition under the Agreement; “Director(s)” the director(s) of the Company; “Enlarged Group” the Group as enlarged by the Pinehill Group upon Completion; “Group” the Company and its subsidiaries from time to time, and the expression “member of the Group” shall be construed accordingly; “Guarantee Period” the two financial years ending 31 December 2020 and 31 December 2021; “Guaranteed Profit” has the meaning given to it in the paragraph headed “The Agreement – Consideration – Profit Guarantee” in the Letter from the Board contained in this circular; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “HKFRS” Hong Kong Financial Reporting Standards, as issued and/or adopted by HKICPA from time to time; “HKICPA” Hong Kong Institute of Certified Public Accountants; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “ICBP” PT Indofood CBP Sukses Makmur Tbk, a company incorporated in Indonesia and listed on the IDX, in which Indofood has an 80.5% interest, being the purchaser of the Sales Shares under the Agreement; “IDX” the Indonesia Stock Exchange; “IFRS” International Financial Reporting Standards, as issued and/or adopted by the International Accounting Standards Board from time to time; 2 DEFINITIONS “Independent Board the independent committee of the Board comprising Prof. Edward K.Y. Committee” Chen, GBS, CBE, JP, Margaret Leung Ko May Yee, SBS, JP, Philip Fan Yan Hok, Madeleine Lee Suh Shin and Blair Chilton Pickerell, being all the independent non-executive Directors, established by the Company to consider the Proposed Acquisition and advise the Independent Shareholders as to whether the terms of the Proposed Acquisition are fair and reasonable and whether the Proposed Acquisition is in the interests of the Company and the Independent Shareholders as a whole and to advise the Independent Shareholders on how to vote in respect of the Proposed Acquisition at the SGM, taking into account the recommendation of the Independent Financial Adviser in that regard; “Independent Financial Somerley Capital Limited, a corporation licensed to carry out Type 1 Adviser” or “Somerley” (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Proposed Acquisition and as to how the Independent Shareholders should vote at the SGM in respect of the resolution to approve the Proposed Acquisition; “Independent Shareholders” shareholders of the Company who do not have a material interest in the Proposed Acquisition; “Indofood” PT Indofood Sukses Makmur Tbk, a company incorporated in Indonesia, which is a 50.1% owned subsidiary of the Group and which has its shares listed on the IDX; “Latest Practicable Date” 17 June 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information
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