Common use of DELAY IN DESPATCH OF CIRCULAR Clause in Contracts

DELAY IN DESPATCH OF CIRCULAR. As mentioned in the September Announcement, the Circular was planned to be despatched to Shareholders on or before 14 October 2011. Since more time is required to prepare the Circular for reasons as mentioned above, the despatch date of the Circular will be postponed to a date falling on or before 30 April 2012. Reference is made to the announcement dated 26 September 2011 (the ‘‘September Announcement’’) of the Company. Unless the context requires otherwise, terms defined in the September Announcement have the same meanings herein. LISTING RULES IMPLICATIONS: MAJOR AND CONNECTED TRANSACTION AND CHAPTER 18 REQUIREMENTS The Company, following consultation with the Stock Exchange, considers that under Rule 14.22 and 14.23 of the Listing Rules, the Acquisition (‘‘2011 Acquisition’’, i.e. the acquisition as contemplated by the Agreement dated 26 September 2011 and disclosed in the September Announcement) and the acquisition (‘‘2010 Acquisition’’) of 70% equity interest in the Target by the Group as disclosed in the announcement dated 16 April 2010 should be aggregated and treated as if they were one transaction. As a result of such aggregation, one of the applicable percentage ratios for the 2011 Acquisition (as aggregated by the 2010 Acquisition) is more than 25% but less than 100%. Accordingly, the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. Further, each of Xx Xxx Xxxxxxx and Xx Xxx Xxxxx holds more than 10% of the equity interests in the Target which is also a subsidiary of the Company, and Xx Xxx Xxxxx is a brother of Xx Xxx Xxxxxxx and Xx Xxx Xxxxx, thus each of the Vendors is a connected person of the Company for the purpose of Chapter 14A of the Listing Rules. The 2011 Acquisition (as aggregated by the 2010 Acquisition) also constitutes a connected transaction for the Company under the Listing Rules. Under Chapter 14 and 14A of the Listing Rules, the 2011 Acquisition (as aggregated by the 2010 Acquisition) is subject to the reporting, announcement and Independent Shareholders’ approval requirements. In addition, as disclosed in the annual report 2010 and the interim report 2011 of the Company, the major assets held by the Target are the mining rights of Xxxx Xxxx Xxxx Xxx Mining Company Limited Qizichong Gold Mine (a gold and polymetallic mining site situated in Anhui Province, the PRC) and exploration licence of Anhui Xxxx Xxxx Liangshishan Iron (Gold) Mine (an iron mining site situated in Anhui Province, the PRC), which fall within the ‘‘Mineral or Petroleum Assets’’ (as defined in Chapter 18 of the Listing Rules). For such reasons, as the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction, the Company is required to comply with the requirements under Rule 18.10 and thus Rule 18.09 of the Listing Rules., Under Rule 18.11 of the Listing Rules, after Completion of the 2011 Acquisition (if so completed), the Company will be treated as a Mineral Company (as defined in the Listing Rules). SUPPLEMENTAL AGREEMENT AND THE EXTENSION OF LONG STOP DATE As the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction and the Company will become a Mineral Company upon the Completion of the 2011 Acquisition, additional disclosures and preparation of the circular (‘‘Circular’’) containing, amongst others, further details of the 2011 Acquisition (as aggregated by the 2010 Acquisition) will be required, including but not limited to a Competent Person’s Report and Valuation Report (as defined in Chapter 18 of the Listing Rules) in relation to the Target, in order to comply with the relevant Listing Rules requirements. In such connection, the Company has to take more time to prepare of the Circular. On 14 October 2011, the Purchaser and Vendors entered into a supplemental agreement (‘‘2011 Supplemental Agreement’’) to the agreement (‘‘2011 Agreement’’) dated 26 September 2011. Pursuant to the 2011 Supplemental Agreement, the parties thereto have agreed to extend the long stop date (‘‘Long Stop Date’’) of the 2011 Agreement from 31 December 2011 to 30 June 2012. If the conditions precedent to Completion of the 2011 Agreement are not satisfied (or, as the case may be, waived) on or before 30 June 2012 (or such other date as may be agreed by the parties thereto in writing), the 2011 Agreement (as amended by the 2011 Supplemental Agreement) shall cease and terminate, and none of the parties shall have any claim against or liability to the other parties under the 2011 Agreement (as amended) save as otherwise specified in the 2011 Agreement (as amended) and save for any antecedent breaches of the 2011 Agreement (as amended). Save and except for the aforesaid extension of the Long Stop Date, all other terms of the 2011 Agreement remain unchanged and continue in full force and effect.

DELAY IN DESPATCH OF CIRCULAR. As mentioned stated in the September Announcement, the Circular was planned containing, among other things, (i) further details of the Rights Issue; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Rights Issue; and (iv) a notice convening the EGM will be despatched by the Company to the Shareholders on or before 14 October 2011Thursday, 23 March 2017. Since Given that more time is required to prepare the Circular necessary information for reasons as mentioned aboveinclusion in the Circular, the despatch date of the Circular will is expected to be postponed to a date falling on or before 30 April 2012Saturday, 25 March 2017. Reference REVISED EXPECTED TIMETABLE FOR THE RIGHTS ISSUE In view of the amendments set out in the Supplemental Underwriting Agreement, the expected timetable for the Rights Issue will be revised as follows. The revised expected timetable is made indicative only and has been prepared on the assumption that all the conditions of the Rights Issue will be fulfilled: Event 2017 Despatch of the Circular, notice of EGM and form of proxy relating to the Rights Issue Saturday, 25 March Latest time for lodging transfers of Shares in order to qualify for attendance and voting at the EGM 4:00 p.m. on Wednesday, 5 April Closure of register of members of the Company to determine the qualification for attendance and voting at the EGM (both days inclusive) Thursday, 6 April – Wednesday, 12 April Latest time for lodging form of proxy for the EGM 10:30 a.m. on Monday, 10 April Date and time of the EGM 10:30 a.m. on Wednesday, 12 April Announcement of the results of the EGM Wednesday, 12 April Last day of dealings in Shares on cum-rights basis Thursday, 13 April First day of dealings in Shares on ex-rights basis Tuesday, 18 April Latest time for lodging transfers of Shares to be entitled for the Rights Issue 4:00 p.m. on Wednesday, 19 April Closure of register of members of the Company to determine the entitlements to the Rights Issue (both days inclusive) Thursday, 20 April – Wednesday, 26 April Record date for determining entitlements to the Rights Issue Wednesday, 26 April Register of members re-opens Thursday, 27 April Despatch of Prospectus Documents Thursday, 27 April First day of dealings in nil-paid Rights Shares 9:00 a.m. on Tuesday, 2 May Latest time for splitting nil-paid Rights Shares 4:00 p.m. on Friday, 5 May Last day of dealings in nil-paid Rights Shares 4:00 p.m. on Wednesday, 10 May Latest time for acceptance of and payment for the Rights Shares and the application for excess Rights Shares 4:00 p.m. on Monday, 15 May Latest time for Termination 4:00 p.m. on Tuesday, 16 May Announcement of the allotment results of the Rights Issue Monday, 22 May Despatch of the share certificates for fully-paid Rights Shares and refund cheques in relation to wholly or partially unsuccessful applications for excess Rights Shares Tuesday, 23 May First day of dealings in fully-paid Rights Shares 9:00 a.m. on Wednesday, 24 May All times and dates stated in this announcement dated 26 September 2011 (refer to Hong Kong local times and dates. Dates or deadlines specified in the ‘‘September Announcement’’) of expected timetable above are indicative only and may be extended or varied by the Company. Unless Any changes to the context requires otherwiseexpected timetable will be published or notified to Shareholders as and when appropriate. By Order of the Board Food Idea Holdings Limited Xxxx Xxx Yu Chairman and executive Director Hong Kong, terms defined 23 March 2017 As at the date of this announcement, the Board comprises Xx. Xxxx Xxx Xx and Xx. Xx Xx Xx as executive Directors, and Xx. Xx Fu Xxxxx, Xx. Xxxx Xxx Xxx, Xxxxxxx and Xx. Xxx Lok Hang as independent non-executive Directors. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in the September Announcement have the same meanings herein. LISTING RULES IMPLICATIONS: MAJOR AND CONNECTED TRANSACTION AND CHAPTER 18 REQUIREMENTS The Company, following consultation compliance with the Stock Exchange, considers that under Rule 14.22 and 14.23 of the GEM Listing Rules, the Acquisition (‘‘2011 Acquisition’’, i.e. the acquisition as contemplated by the Agreement dated 26 September 2011 and disclosed in the September Announcement) and the acquisition (‘‘2010 Acquisition’’) of 70% equity interest in the Target by the Group as disclosed in the announcement dated 16 April 2010 should be aggregated and treated as if they were one transaction. As a result of such aggregation, one of the applicable percentage ratios for the 2011 Acquisition (as aggregated by the 2010 Acquisition) is more than 25% but less than 100%. Accordingly, the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. Further, each of Xx Xxx Xxxxxxx and Xx Xxx Xxxxx holds more than 10% of the equity interests in the Target which is also a subsidiary of the Company, and Xx Xxx Xxxxx is a brother of Xx Xxx Xxxxxxx and Xx Xxx Xxxxx, thus each of the Vendors is a connected person of the Company Rules for the purpose of Chapter 14A of giving information with regard to the Listing RulesCompany. The 2011 Acquisition (as aggregated by the 2010 Acquisition) also constitutes a connected transaction for the Company under the Listing Rules. Under Chapter 14 and 14A of the Listing RulesDirectors, the 2011 Acquisition (as aggregated by the 2010 Acquisition) is subject having made all reasonable enquiries, confirm that to the reporting, best of their knowledge and belief the information contained in this announcement is accurate and Independent Shareholders’ approval requirements. In addition, as disclosed complete in the annual report 2010 all material respects and the interim report 2011 of the Company, the major assets held by the Target are the mining rights of Xxxx Xxxx Xxxx Xxx Mining Company Limited Qizichong Gold Mine (a gold and polymetallic mining site situated in Anhui Province, the PRC) and exploration licence of Anhui Xxxx Xxxx Liangshishan Iron (Gold) Mine (an iron mining site situated in Anhui Province, the PRC), which fall within the ‘‘Mineral not misleading or Petroleum Assets’’ (as defined in Chapter 18 of the Listing Rules). For such reasons, as the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction, the Company is required to comply with the requirements under Rule 18.10 and thus Rule 18.09 of the Listing Rules., Under Rule 18.11 of the Listing Rules, after Completion of the 2011 Acquisition (if so completed), the Company will be treated as a Mineral Company (as defined in the Listing Rules). SUPPLEMENTAL AGREEMENT AND THE EXTENSION OF LONG STOP DATE As the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction and the Company will become a Mineral Company upon the Completion of the 2011 Acquisition, additional disclosures and preparation of the circular (‘‘Circular’’) containing, amongst others, further details of the 2011 Acquisition (as aggregated by the 2010 Acquisition) will be required, including but not limited to a Competent Person’s Report and Valuation Report (as defined in Chapter 18 of the Listing Rules) in relation to the Target, in order to comply with the relevant Listing Rules requirements. In such connection, the Company has to take more time to prepare of the Circular. On 14 October 2011, the Purchaser and Vendors entered into a supplemental agreement (‘‘2011 Supplemental Agreement’’) to the agreement (‘‘2011 Agreement’’) dated 26 September 2011. Pursuant to the 2011 Supplemental Agreement, the parties thereto have agreed to extend the long stop date (‘‘Long Stop Date’’) of the 2011 Agreement from 31 December 2011 to 30 June 2012. If the conditions precedent to Completion of the 2011 Agreement are not satisfied (or, as the case may be, waived) on or before 30 June 2012 (or such other date as may be agreed by the parties thereto in writing), the 2011 Agreement (as amended by the 2011 Supplemental Agreement) shall cease and terminatedeceptive, and none there are no other matters the omission of the parties shall have which would make any claim against statement herein or liability to the other parties under the 2011 Agreement (as amended) save as otherwise specified in the 2011 Agreement (as amended) and save for any antecedent breaches of the 2011 Agreement (as amended). Save and except for the aforesaid extension of the Long Stop Date, all other terms of the 2011 Agreement remain unchanged and continue in full force and effect.this announcement misleading

DELAY IN DESPATCH OF CIRCULAR. As mentioned additional time is required for the Company to prepare and finalise the information to be included in the September AnnouncementCircular, in particular, the accountants’ report on the Target Companies, the date of despatch of the Circular was planned is expected to be despatched postponed to Shareholders on or before 14 31 October 20112012. Since more time This announcement is required made pursuant to prepare the Circular for reasons as mentioned above, the despatch date Rule 14.36A of the Circular will be postponed to a date falling Rules Governing the Listing of Securities on or before 30 April 2012The Stock Exchange of Hong Kong Limited (“Listing Rules”). Reference is made to the announcement dated 26 September 2011 (the ‘‘September “Announcement’’”) of AV Concept Holdings Limited (“Company”) dated 8 June 2012 in respect of the Companymajor transactions in relation to the subscription of the Joint Venture Company Shares and the acquisition of the Target Companies. Unless Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless the context requires otherwise. SUPPLEMENTAL AGREEMENTS Pursuant to the SP Agreement, terms defined Completion shall be conditional upon the Conditions Precedent having been fulfilled on or before the Long Stop Date, being 30 September 2012 (or such later date as the Vendors and the Joint Venture Company may agree in writing). Given that additional time is required for the September Announcement have the same meanings herein. LISTING RULES IMPLICATIONS: MAJOR AND CONNECTED TRANSACTION AND CHAPTER 18 REQUIREMENTS The Company, following consultation with the Stock Exchange, considers that under Rule 14.22 and 14.23 fulfillment of the Listing RulesConditions Precedent, on 30 August 2012, the Acquisition (‘‘2011 Acquisition’’, i.e. the acquisition as contemplated by the Agreement dated 26 September 2011 and disclosed in the September Announcement) and the acquisition (‘‘2010 Acquisition’’) of 70% equity interest in the Target by the Group as disclosed in the announcement dated 16 April 2010 should be aggregated and treated as if they were one transaction. As a result of such aggregation, one of the applicable percentage ratios for the 2011 Acquisition (as aggregated by the 2010 Acquisition) is more than 25% but less than 100%. AccordinglyVendors, the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction for the Joint Venture Company under Chapter 14 of the Listing Rules. Further, each of Xx Xxx Xxxxxxx and Xx Xxx Xxxxx holds more than 10% of the equity interests in the Target which is also a subsidiary of the Company, and Xx Xxx Xxxxx is a brother of Xx Xxx Xxxxxxx and Xx Xxx Xxxxx, thus each of the Vendors is a connected person of the Company for the purpose of Chapter 14A of the Listing Rules. The 2011 Acquisition (as aggregated by the 2010 Acquisition) also constitutes a connected transaction for the Company under the Listing Rules. Under Chapter 14 and 14A of the Listing Rules, the 2011 Acquisition (as aggregated by the 2010 Acquisition) is subject other parties to the reporting, announcement and Independent Shareholders’ approval requirements. In addition, as disclosed in the annual report 2010 and the interim report 2011 of the Company, the major assets held by the Target are the mining rights of Xxxx Xxxx Xxxx Xxx Mining Company Limited Qizichong Gold Mine (a gold and polymetallic mining site situated in Anhui Province, the PRC) and exploration licence of Anhui Xxxx Xxxx Liangshishan Iron (Gold) Mine (an iron mining site situated in Anhui Province, the PRC), which fall within the ‘‘Mineral or Petroleum Assets’’ (as defined in Chapter 18 of the Listing Rules). For such reasons, as the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction, the Company is required to comply with the requirements under Rule 18.10 and thus Rule 18.09 of the Listing Rules., Under Rule 18.11 of the Listing Rules, after Completion of the 2011 Acquisition (if so completed), the Company will be treated as a Mineral Company (as defined in the Listing Rules). SUPPLEMENTAL AGREEMENT AND THE EXTENSION OF LONG STOP DATE As the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction and the Company will become a Mineral Company upon the Completion of the 2011 Acquisition, additional disclosures and preparation of the circular (‘‘Circular’’) containing, amongst others, further details of the 2011 Acquisition (as aggregated by the 2010 Acquisition) will be required, including but not limited to a Competent Person’s Report and Valuation Report (as defined in Chapter 18 of the Listing Rules) in relation to the Target, in order to comply with the relevant Listing Rules requirements. In such connection, the Company has to take more time to prepare of the Circular. On 14 October 2011, the Purchaser and Vendors SP Agreement have entered into a supplemental agreement (‘‘2011 “SPA Supplemental Agreement’’) to the agreement (‘‘2011 Agreement’’”) dated 26 September 2011. Pursuant 30 August 2012 pursuant to the 2011 Supplemental Agreement, which the parties thereto have agreed to extend the long stop date (‘‘Long Stop Date’’) of the 2011 Agreement from Date to 31 December 2011 to 30 June 2012. If the conditions precedent to Completion of the 2011 Agreement are not satisfied 2012 (or, or such later date as the case Vendors and the Joint Venture Company may beagree in writing). Further, waived) pursuant to the Joint Venture Agreement, the Additional Subscription shall be conditional upon the approval having been obtained from the Shareholders for the Additional Subscription and the Acquisition on or before 30 June 31 October 2012 (or such other date as may be agreed by AV Electronics and FCL) (“XX Xxxx Stop Date”). As stated above, given that additional time is required for the fulfillment of the Conditions Precedent for completion of the Acquisition, on 30 August 2012, AV Electronics, FCL and other parties to the Joint Venture Agreement have entered into a supplemental agreement (“JV Supplemental Agreement”) dated 30 August 2012 pursuant to which the parties thereto in writing), have agreed to extend the 2011 Agreement XX Xxxx Stop Date to 31 December 2012 (as amended or such other date agreed by the 2011 Supplemental Agreement) shall cease AV Electronics and terminate, and none of the parties shall have any claim against or liability to the other parties under the 2011 Agreement (as amended) save as otherwise specified in the 2011 Agreement (as amended) and save for any antecedent breaches of the 2011 Agreement (as amendedFCL). Save and except for the aforesaid extension of the Long Stop Date and the XX Xxxx Stop Date, all other terms and conditions in each of the 2011 SP Agreement and the Joint Venture Agreement remain unchanged and continue in full force and effect.

DELAY IN DESPATCH OF CIRCULAR. Pursuant to Rule 19.41 of the GEM Listing Rules, the Company is required to despatch a circular containing, among other things, further details of the Acquisition Agreement and the transactions contemplated thereunder and the relevant arrangement(s) under the possible continuing connected transactions within 15 business days after publication of the announcement. As mentioned stated in the September Announcement, the Company intended to despatch the Circular was planned to be despatched to Shareholders on or before 14 October 201130 September 2013. Since more However, as additional time is required for the Company to prepare the financial information of the Target Group to be included in the Circular for reasons as mentioned aboverequired under the GEM Listing Rules, the despatch date of the Circular will be postponed to a date falling on or before 30 April 2012November 2013. Reference is In respect of Rule 19.41 of the GEM Listing Rules, due to an inadvertent oversight of the Company, no application has been made to the announcement dated 26 September 2011 (Stock Exchange for the ‘‘September Announcement’’) despatch of the CompanyCircular on a date (i.e. 30 September 2013) falling after the 15 business days period as required under the rule. Unless Subsequently, the context requires otherwise, terms defined in Company recognised and acknowledged the September Announcement have fact that this constitutes a breach of Rule 19.41 of the same meanings hereinGEM Listing Rules. LISTING RULES IMPLICATIONS: MAJOR AND CONNECTED TRANSACTION AND CHAPTER 18 REQUIREMENTS The Company, following consultation Having consulted with the Stock Exchange, considers that under Rule 14.22 and 14.23 since the Company is already in breach of the Listing Rulesrule, no waiver application is required for any further delay in despatch of the Circular. However, the Acquisition (‘‘2011 Acquisition’’Stock Exchange reserves its right to take further action with respect to the breach where appropriate. The Company will ensure that such rule will be duly complied in future. By Order of the Board Pegasus Entertainment Holdings Limited Xxxx Pak Ming Chairman Hong Kong, i.e. 27 September 2013 As at the acquisition as contemplated by date of this announcement, the Agreement dated 26 September 2011 executive Directors are Xx. Xxxx Xxx Xxxx, Xx. Xxxx Xxx Xxxx Xxxxxx and disclosed in the September Announcement) Xx. Xxxx Chi Xxxx Xxxxxx and the acquisition (‘‘2010 Acquisition’’) of 70% equity interest independent non-executive Directors are Xx. Xxx Xxx Xxxx, Xx. Xx Xxxx Xxxx-xxxxx and Xx. Xxxx Kai Xxx Xxxxxxx. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Target by the Group as disclosed in the announcement dated 16 April 2010 should be aggregated and treated as if they were one transaction. As a result of such aggregation, one of the applicable percentage ratios for the 2011 Acquisition (as aggregated by the 2010 Acquisition) is more than 25% but less than 100%. Accordingly, the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction for the Company under Chapter 14 of the GEM Listing Rules. Further, each of Xx Xxx Xxxxxxx and Xx Xxx Xxxxx holds more than 10% of the equity interests in the Target which is also a subsidiary of the Company, and Xx Xxx Xxxxx is a brother of Xx Xxx Xxxxxxx and Xx Xxx Xxxxx, thus each of the Vendors is a connected person of the Company Rules for the purpose of Chapter 14A of giving information with regard to the Listing RulesCompany. The 2011 Acquisition (as aggregated by the 2010 Acquisition) also constitutes a connected transaction for the Company under the Listing Rules. Under Chapter 14 and 14A of the Listing RulesDirectors, the 2011 Acquisition (as aggregated by the 2010 Acquisition) is subject having made all reasonable enquiries, confirm that, to the reporting, best of their knowledge and belief: (a) the information contained in this announcement is accurate and Independent Shareholders’ approval requirements. In addition, as disclosed complete in all material respects and not misleading or deceptive; (b) there are no other matters the annual report 2010 omission of which would make any statement in this announcement misleading; and the interim report 2011 of the Company, the major assets held by the Target (c) all opinions expressed in this announcement have been arrived at after due and careful consideration and are the mining rights of Xxxx Xxxx Xxxx Xxx Mining Company Limited Qizichong Gold Mine (a gold founded on bases and polymetallic mining site situated in Anhui Province, the PRC) assumptions that are fair and exploration licence of Anhui Xxxx Xxxx Liangshishan Iron (Gold) Mine (an iron mining site situated in Anhui Province, the PRC), which fall within the ‘‘Mineral or Petroleum Assets’’ (as defined in Chapter 18 of the Listing Rules). For such reasons, as the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction, the Company is required to comply with the requirements under Rule 18.10 and thus Rule 18.09 of the Listing Rulesreasonable., Under Rule 18.11 of the Listing Rules, after Completion of the 2011 Acquisition (if so completed), the Company will be treated as a Mineral Company (as defined in the Listing Rules). SUPPLEMENTAL AGREEMENT AND THE EXTENSION OF LONG STOP DATE As the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction and the Company will become a Mineral Company upon the Completion of the 2011 Acquisition, additional disclosures and preparation of the circular (‘‘Circular’’) containing, amongst others, further details of the 2011 Acquisition (as aggregated by the 2010 Acquisition) will be required, including but not limited to a Competent Person’s Report and Valuation Report (as defined in Chapter 18 of the Listing Rules) in relation to the Target, in order to comply with the relevant Listing Rules requirements. In such connection, the Company has to take more time to prepare of the Circular. On 14 October 2011, the Purchaser and Vendors entered into a supplemental agreement (‘‘2011 Supplemental Agreement’’) to the agreement (‘‘2011 Agreement’’) dated 26 September 2011. Pursuant to the 2011 Supplemental Agreement, the parties thereto have agreed to extend the long stop date (‘‘Long Stop Date’’) of the 2011 Agreement from 31 December 2011 to 30 June 2012. If the conditions precedent to Completion of the 2011 Agreement are not satisfied (or, as the case may be, waived) on or before 30 June 2012 (or such other date as may be agreed by the parties thereto in writing), the 2011 Agreement (as amended by the 2011 Supplemental Agreement) shall cease and terminate, and none of the parties shall have any claim against or liability to the other parties under the 2011 Agreement (as amended) save as otherwise specified in the 2011 Agreement (as amended) and save for any antecedent breaches of the 2011 Agreement (as amended). Save and except for the aforesaid extension of the Long Stop Date, all other terms of the 2011 Agreement remain unchanged and continue in full force and effect.

DELAY IN DESPATCH OF CIRCULAR. As mentioned stated in the September Announcement, the Circular was planned containing, among other things, (i) further details of the Rights Issue; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Rights Issue; and (iv) a notice convening the EGM will be despatched by the Company to the Shareholders on or before 14 October 2011Thursday, 23 March 2017. Since Given that more time is required to prepare the Circular necessary information for reasons as mentioned aboveinclusion in the Circular, the despatch date of the Circular will is expected to be postponed to a date falling on or before 30 April 2012Saturday, 25 March 2017. Reference REVISED EXPECTED TIMETABLE FOR THE RIGHTS ISSUE In view of the amendments set out in the Supplemental Underwriting Agreement, the expected timetable for the Rights Issue will be revised as follows. The revised expected timetable is made indicative only and has been prepared on the assumption that all the conditions of the Rights Issue will be fulfilled: Event 2017 Despatch of the Circular, notice of EGM and form of proxy relating to the Rights Issue Saturday, 25 March Latest time for lodging transfers of Shares in order to qualify for attendance and voting at the EGM 4:00 p.m. on Wednesday, 5 April Closure of register of members of the Company to determine the qualification for attendance and voting at the EGM (both days inclusive) Thursday, 6 April – Wednesday, 12 April Latest time for lodging form of proxy for the EGM 10:30 a.m. on Monday, 10 April Date and time of the EGM 10:30 a.m. on Wednesday, 12 April Announcement of the results of the EGM Wednesday, 12 April Last day of dealings in Shares on cum-rights basis Thursday, 13 April First day of dealings in Shares on ex-rights basis Tuesday, 18 April Latest time for lodging transfers of Shares to be entitled for the Rights Issue 4:00 p.m. on Wednesday, 19 April Closure of register of members of the Company to determine the entitlements to the Rights Issue (both days inclusive) Thursday, 20 April – Wednesday, 26 April Record date for determining entitlements to the Rights Issue Wednesday, 26 April Register of members re-opens Thursday, 27 April Despatch of Prospectus Documents Thursday, 27 April First day of dealings in nil-paid Rights Shares 9:00 a.m. on Tuesday, 2 May Latest time for splitting nil-paid Rights Shares 4:00 p.m. on Friday, 5 May Last day of dealings in nil-paid Rights Shares 4:00 p.m. on Wednesday, 10 May Latest time for acceptance of and payment for the Rights Shares and the application for excess Rights Shares 4:00 p.m. on Monday, 15 May Latest time for Termination 4:00 p.m. on Tuesday, 16 May Announcement of the allotment results of the Rights Issue Monday, 22 May Despatch of the share certificates for fully-paid Rights Shares and refund cheques in relation to wholly or partially unsuccessful applications for excess Rights Shares Tuesday, 23 May First day of dealings in fully-paid Rights Shares 9:00 a.m. on Wednesday, 24 May All times and dates stated in this announcement dated 26 September 2011 (refer to Hong Kong local times and dates. Dates or deadlines specified in the ‘‘September Announcement’’) of expected timetable above are indicative only and may be extended or varied by the Company. Unless Any changes to the context requires otherwiseexpected timetable will be published or notified to Shareholders as and when appropriate. By Order of the Board Food Idea Holdings Limited Xxxx Xxx Xx Chairman and executive Director Hong Kong, terms defined 23 March 2017 As at the date of this announcement, the Board comprises Xx. Xxxx Xxx Xx and Xx. Xx Xx Xx as executive Directors, and Xx. Xx Fu Xxxxx, Xx. Xxxx Xxx Xxx, Xxxxxxx and Xx. Xxx Xxx Xxxx as independent non-executive Directors. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in the September Announcement have the same meanings herein. LISTING RULES IMPLICATIONS: MAJOR AND CONNECTED TRANSACTION AND CHAPTER 18 REQUIREMENTS The Company, following consultation compliance with the Stock Exchange, considers that under Rule 14.22 and 14.23 of the GEM Listing Rules, the Acquisition (‘‘2011 Acquisition’’, i.e. the acquisition as contemplated by the Agreement dated 26 September 2011 and disclosed in the September Announcement) and the acquisition (‘‘2010 Acquisition’’) of 70% equity interest in the Target by the Group as disclosed in the announcement dated 16 April 2010 should be aggregated and treated as if they were one transaction. As a result of such aggregation, one of the applicable percentage ratios for the 2011 Acquisition (as aggregated by the 2010 Acquisition) is more than 25% but less than 100%. Accordingly, the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. Further, each of Xx Xxx Xxxxxxx and Xx Xxx Xxxxx holds more than 10% of the equity interests in the Target which is also a subsidiary of the Company, and Xx Xxx Xxxxx is a brother of Xx Xxx Xxxxxxx and Xx Xxx Xxxxx, thus each of the Vendors is a connected person of the Company Rules for the purpose of Chapter 14A of giving information with regard to the Listing RulesCompany. The 2011 Acquisition (as aggregated by the 2010 Acquisition) also constitutes a connected transaction for the Company under the Listing Rules. Under Chapter 14 and 14A of the Listing RulesDirectors, the 2011 Acquisition (as aggregated by the 2010 Acquisition) is subject having made all reasonable enquiries, confirm that to the reporting, best of their knowledge and belief the information contained in this announcement is accurate and Independent Shareholders’ approval requirements. In addition, as disclosed complete in the annual report 2010 all material respects and the interim report 2011 of the Company, the major assets held by the Target are the mining rights of Xxxx Xxxx Xxxx Xxx Mining Company Limited Qizichong Gold Mine (a gold and polymetallic mining site situated in Anhui Province, the PRC) and exploration licence of Anhui Xxxx Xxxx Liangshishan Iron (Gold) Mine (an iron mining site situated in Anhui Province, the PRC), which fall within the ‘‘Mineral not misleading or Petroleum Assets’’ (as defined in Chapter 18 of the Listing Rules). For such reasons, as the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction, the Company is required to comply with the requirements under Rule 18.10 and thus Rule 18.09 of the Listing Rules., Under Rule 18.11 of the Listing Rules, after Completion of the 2011 Acquisition (if so completed), the Company will be treated as a Mineral Company (as defined in the Listing Rules). SUPPLEMENTAL AGREEMENT AND THE EXTENSION OF LONG STOP DATE As the 2011 Acquisition (as aggregated by the 2010 Acquisition) constitutes a major transaction and the Company will become a Mineral Company upon the Completion of the 2011 Acquisition, additional disclosures and preparation of the circular (‘‘Circular’’) containing, amongst others, further details of the 2011 Acquisition (as aggregated by the 2010 Acquisition) will be required, including but not limited to a Competent Person’s Report and Valuation Report (as defined in Chapter 18 of the Listing Rules) in relation to the Target, in order to comply with the relevant Listing Rules requirements. In such connection, the Company has to take more time to prepare of the Circular. On 14 October 2011, the Purchaser and Vendors entered into a supplemental agreement (‘‘2011 Supplemental Agreement’’) to the agreement (‘‘2011 Agreement’’) dated 26 September 2011. Pursuant to the 2011 Supplemental Agreement, the parties thereto have agreed to extend the long stop date (‘‘Long Stop Date’’) of the 2011 Agreement from 31 December 2011 to 30 June 2012. If the conditions precedent to Completion of the 2011 Agreement are not satisfied (or, as the case may be, waived) on or before 30 June 2012 (or such other date as may be agreed by the parties thereto in writing), the 2011 Agreement (as amended by the 2011 Supplemental Agreement) shall cease and terminatedeceptive, and none there are no other matters the omission of the parties shall have which would make any claim against statement herein or liability to the other parties under the 2011 Agreement (as amended) save as otherwise specified in the 2011 Agreement (as amended) and save for any antecedent breaches of the 2011 Agreement (as amended). Save and except for the aforesaid extension of the Long Stop Date, all other terms of the 2011 Agreement remain unchanged and continue in full force and effect.this announcement misleading