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– 1 – Wheelock and Company Limited - Announcement (16 June 2020)

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– 1 – Wheelock and Company Limited - Announcement (16 June 2020) 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 securities of the Offeror or the Company nor is it a solicitation of any vote or approval in any jurisdiction. Admiral Power Holdings Limited Wheelock and Company Limited (Incorporated in the British Virgin Islands (Incorporated in Hong Kong with limited liability) with limited liability) (Stock Code: 20) JOINT ANNOUNCEMENT (1) PROPOSED PRIVATISATION OF WHEELOCK AND COMPANY LIMITED BY ADMIRAL POWER HOLDINGS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 673 OF THE COMPANIES ORDINANCE (2) PROPOSED WITHDRAWAL OF LISTING OF WHEELOCK AND COMPANY LIMITED (3) RESULTS OF THE COURT MEETING (4) CONDITIONAL DECLARATION OF SPECIAL DIVIDEND BY DISTRIBUTION IN SPECIE OF THE WHARF REIC SHARES AND THE WHARF SHARES (5) EXPECTED LAST DAY FOR TRADING IN THE SHARES ON THE STOCK EXCHANGE AND (6) CLOSURE OF REGISTER OF MEMBERS OF WHEELOCK AND COMPANY LIMITED Financial Adviser to the Offeror Independent Financial Adviser to the Independent Board Committee – 1 – Wheelock and Company Limited - Announcement (16 June 2020) RESULTS OF THE COURT MEETING On Tuesday, 16 June 2020, the resolution to approve the Scheme was approved by the holders of Scheme Shares at the Court Meeting. THE DISTRIBUTION The Board is pleased to announce that on 16 June 2020, it resolved to declare a special dividend in connection with the Distribution (“Special Dividend”) conditionally upon the fulfilment of the Distribution Conditions as set out in the Scheme Document. EXPECTED LAST DAY FOR TRADING OF SHARES ON THE STOCK EXCHANGE The expected last day for trading in the Shares on the Stock Exchange is Thursday, 18 June 2020. CLOSURE OF REGISTER OF MEMBERS For the purpose of determining the Scheme Shareholders who are qualified for entitlements under the Scheme and the Distribution, the register of members of the Company will be closed from Wednesday, 8 July 2020 onwards and during such period, no transfer of Shares will be effected. INTRODUCTION Reference is made to (i) the scheme document dated 21 May 2020 (the “Scheme Document”) jointly issued by Wheelock and Company Limited (the “Company”) and Admiral Power Holdings Limited (the “Offeror”) in relation to, among other things, the proposed privatisation of the Company by the Offeror by way of a scheme of arrangement under section 673 of the Companies Ordinance; (ii) the circular dated 21 May 2020 issued by the Company, in relation to, among others, the Annual General Meeting (the “AGM Circular”); and (iii) the poll results of Annual General Meeting issued by the Company on 16 June 2020 (the “Poll Results of AGM”). Unless otherwise defined herein, capitalised terms used herein shall have the same meanings ascribed to them in the Scheme Document. RESULTS OF THE COURT MEETING The Court Meeting was held on Tuesday, 16 June 2020 at the Centenary Room, Ground Floor, Marco Polo Hongkong Hotel, 3 Canton Road, Kowloon, Hong Kong. In compliance with both the Companies Ordinance and Rule 2.10 of the Takeovers Code, the approval required to be obtained at the Court Meeting in respect of the Scheme would be regarded as obtained if: (i) the Scheme was approved (by way of poll) by holders of the Scheme Shares representing at least 75% of the voting rights of such holders present and voting, in person or by proxy, at the Court Meeting, and the votes cast (by way of poll) against the Scheme at the Court Meeting did not exceed 10% of the total voting rights attached to all CO Disinterested Shares; and (ii) the Scheme was approved (by way of poll) by at least 75% of the votes attaching to the Disinterested Shares held by the Independent Shareholders that were cast either in person or by proxy at the Court Meeting; and the number of votes cast (by way of poll) against the resolution to approve the Scheme at the Court Meeting was not more than 10% of the votes attaching to all the Disinterested Shares held by the Independent Shareholders. – 2 – Wheelock and Company Limited - Announcement (16 June 2020) At the Court Meeting: (i) holders of 463,088,404 Scheme Shares (representing approximately 99.20% of the voting rights of such holders of the Scheme Shares present and voting, in person or by proxy, at the Court Meeting) voted in favour of the resolution to approve the Scheme, and holders of 3,723,224 Scheme Shares (representing approximately 0.56% of the total voting rights attaching to all CO Disinterested Shares) voted against the resolution to approve the Scheme; and (ii) Independent Shareholders holding 463,088,404 Disinterested Shares (representing approximately 99.20% of the votes attaching to the Disinterested Shares held by the Independent Shareholders which were cast either in person or by proxy at the Court Meeting) voted for the resolution to approve the Scheme, and Independent Shareholders holding 3,723,224 Disinterested Shares (representing approximately 0.59% of the votes attaching to all the Disinterested Shares held by the Independent Shareholders) voted against the resolution to approve the Scheme. Accordingly, the resolution proposed at the Court Meeting to approve the Scheme was duly passed in accordance with the requirements of both the Companies Ordinance and Rule 2.10 of the Takeovers Code. As at the date of the Court Meeting: (i) the total number of Shares in issue was 2,052,849,287 Shares; (ii) the total number of Scheme Shares was 667,432,957 Shares, representing approximately 32.51% of the issued share capital of the Company; and (iii) the total number of Shares entitled to be voted at the Court Meeting in respect of the Scheme was 626,153,957 Shares, representing approximately 30.50% of the issued share capital of the Comapny. As at 27 February 2020 (the date of the Announcement), the date of the Court Meeting and the date of this joint announcement: (i) the Offeror was not interested in any Shares. Mr. Woo, directly and through the Mr. Woo Entities, was interested in 390,194,652 Shares (representing approximately 19.01% of the issued shares of the Company). Such Shares did not form part of the Scheme Shares and were not voted at the Court Meeting; (ii) the Trustee, in its capacity as trustee of the Trust, an Offeror Concert Party, was interested in 995,221,678 Shares in its capacity as trustee of the Trust (representing approximately 48.48% of the issued shares of the Company). Such Shares did not form part of the Scheme Shares and were not voted at the Court Meeting; (iii) Mr. D Woo, an Offeror Concert Party (being the son of Mr. Woo), was interested in 7,000,000 Shares (representing approximately 0.34% of the issued shares of the Company). Such Shares formed part of the Scheme Shares. While these 7,000,000 Shares fall within the definition of CO Disinterested Shares under section 674(3) of the Companies Ordinance, Mr. D Woo is an Offeror Concert Party and hence is not an Independent Shareholder, the 7,000,000 Shares held by him accordingly do not fall under the definition of Disinterested Shares under Note 6 to Rule 2 of the Takeovers Code and were not voted at the Court Meeting; – 3 – Wheelock and Company Limited - Announcement (16 June 2020) (iv) Ms. J Woo, an Offeror Concert Party (being the daughter of Mr. Woo), was interested in 33,879,000 Shares (representing approximately 1.65% of the issued shares of the Company). Such Shares formed part of the Scheme Shares. While these 33,879,000 Shares fall within the definition of CO Disinterested Shares under section 674(3) of the Companies Ordinance, Ms. J Woo is an Offeror Concert Party and hence is not an Independent Shareholder, the 33,879,000 Shares held by her accordingly do not fall under the definition of Disinterested Shares under Note 6 to Rule 2 of the Takeovers Code and were not voted at the Court Meeting; (v) Mr. Paul Y C Tsui, an Offeror Concert Party (being a director of the Offeror), was interested in 300,000 Shares (representing approximately 0.01% of the issued shares of the Company). Such Shares formed part of the Scheme Shares. While these 300,000 Shares fall within the definition of CO Disinterested Shares under section 674(3) of the Companies Ordinance, Mr. Paul Y C Tsui is an Offeror Concert Party and hence is not an Independent Shareholder, the 300,000 Shares held by him accordingly do not fall under the definition of Disinterested Shares under Note 6 to Rule 2 of the Takeovers Code and were not voted at the Court Meeting; (vi) Mr. K C Chan, an Offeror Concert Party (being a director of the Offeror), was interested in 100,000 Shares (representing approximately 0.01% of the issued shares of the Company). Such Shares formed part of the Scheme Shares. While these 100,000 Shares fall within the definition of CO Disinterested Shares under section 674(3) of the Companies Ordinance, Mr. K C Chan is an Offeror Concert Party and hence is not an Independent Shareholder, the 100,000 Shares held by him accordingly do not fall under the definition of Disinterested Shares under Note 6 to Rule 2 of the Takeovers Code and were not voted at the Court Meeting.
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