Forebase International : JOINT ANNOUNCEMENT DESPATCH OF THE RESPONSE DOCUMENT AND REVISED TIMETABLE RELATING TO MANDATORY UNCONDITIONAL GENERAL CASH OFFERS BY RED SUN CAPITAL LIMITED FOR AND ON BEHALF OF THE JOINT OFFERORS TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED AND AGREED TO BE ACQUIRED BY THE JOINT OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM) AND TO CANCEL ALL THE OUTSTANDING SHARE OPTIONS OF FOREBASE INTERNATIONAL HOLDINGS LIMITED

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 for Forebase International Holdings Limited.

GREAT MATCH	RICH VISION
INTERNATIONAL LIMITED	DEVELOPMENTS LIMITED
(incorporated in the British Virgin Islands	(incorporated in the British Virgin Islands
with limited liability)	with limited liability)

FOREBASE INTERNATIONAL HOLDINGS LIMITED

申 基 國 際 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 2310)

JOINT ANNOUNCEMENT

DESPATCH OF THE RESPONSE DOCUMENT AND REVISED TIMETABLE RELATING TO MANDATORY UNCONDITIONAL GENERAL CASH OFFERS BY

RED SUN CAPITAL LIMITED

FOR AND ON BEHALF OF THE JOINT OFFERORS

TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED AND AGREED TO BE ACQUIRED BY THE

JOINT OFFERORS AND PARTIES ACTING IN CONCERT WITH ANY OF THEM)

AND

TO CANCEL ALL THE OUTSTANDING SHARE OPTIONS OF

FOREBASE INTERNATIONAL HOLDINGS LIMITED

Financial Adviser to the Joint Offerors

Financial adviser to the Company

Independent Financial Adviser to the Independent Board Committee

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References are made to the announcement published by the Joint Offerors dated 17 September 2019 and the announcement published by the Company dated 20 September 2019 in relation to, amongst other things, the mandatory unconditional cash offers to be made by Red Sun Capital Limited for and on behalf of the Joint Offerors to acquire all the issued shares (other than those already owned or agreed to be acquired by the Joint Offerors and parties acting in concert with any of them) and to cancel all the outstanding share options of Forebase International Holdings Limited (the "Offers") in accordance with the Takeovers Code.

References are also made to the Offer Document issued by the Joint Offerors dated 8 October 2019 and the response document issued by the Company dated 5 November 2019 (the "Response Document") in relation to the Offers. Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Response Document.

REVISED EXPECTED TIMETABLE

All references to date and time hereinbelow refer to Hong Kong date and time. As the Response Document has been despatched on 5 November 2019, the expected timetable of the Offers has been revised, and such revised expected timetable as set out below is indicative only and is subject to changes. Any changes to the timetable will be announced by the Joint Offerors as and when appropriate.

Event	Time and date
Despatch date of the Offer Document and
the accompanying Forms of Acceptance and
commencement date of the Offers (Note 1).............................................	Tuesday, 8 October 2019
Despatch date of the Response Document...............................................	Tuesday, 5 November 2019
Latest time and date for acceptance of the Offers
on the Closing Date (Notes 2 and 3)...........................................................................	4:00 p.m. on
	Tuesday, 19 November 2019
Closing Date (Notes 2 and 3).................................................................	Tuesday, 19 November 2019
Announcement of the results of the Offers as at
the Closing Date to be posted on the website
of the Stock Exchange and the Company (Note 2).................................	no later than 7:00 p.m. on
	Tuesday, 19 November 2019

Latest date for posting of remittances for the

• amount due in respect of valid acceptances
• received under the Offers on or before 4:00 p.m.

on the Closing Date (Notes 3 and 4)................................................

Thursday, 28 November 2019

Notes:

1. The Offers, which are unconditional, are open for acceptance on and from Tuesday, 8 October 2019, being the date of the Offer Document, and are capable of acceptance on and from that date until 4:00 p.m. on the Closing Date.

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1. In accordance with the Takeovers Code, where the Response Document is posted after the date on which the Offer Document is posted, the Offers must initially be open for acceptance for at least 28 days following the date on which the Offer Document is posted. The latest time and date for acceptance of the Offer is 4:00 p.m. on Tuesday, 19 November 2019 unless the Joint Offerors revise or extend the Offers in accordance with the Takeovers Code. An announcement will be issued on the website of the Stock Exchange and the Company by 7:00 p.m. on the Closing Date, stating whether the Offers have been extended, revised or expired. In the event that the Joint Offerors decide to extend the Offers and the announcement does not specify the next closing date, at least 14 days' notice by way of an announcement will be given before the Offers are closed in accordance with the Takeovers Code.
2. If there is a tropical cyclone warning signal number 8 or above or a "black" rainstorm warning signal in force on the Closing Date or the date for posting of remittances and it has (i) not been cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offers or the posting of remittances will be postponed to 4:00 p.m. on the next Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve; or (ii) been cancelled in time for trading on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offers or the posting of remittances will remain at 4:00 p.m. on the same Business Day.
3. Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable for the Offer Shares tendered under the Share Offer and remittances in respect of the cash consideration payable for the Option Offer will be despatched to the Independent Shareholders and/ or the Optionholders accepting the Offers by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt of all relevant documents required to render such acceptance complete and valid in accordance with the Takeovers Code. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the section headed "7. Right of withdrawal" in Appendix I to the Offer Document.

Save as mentioned above, if the latest time for the acceptance of the Offers and the posting of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Joint Offerors will notify the Shareholders and the Optionholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

DESPATCH OF THE RESPONSE DOCUMENT

The Response Document setting out, amongst other things, information relating to the Group and the Offers, the letter from the Board, the letter from the Independent Board Committee making recommendation to the Independent Shareholders and the Optionholders in respect of the Offers, and the letter from Gram Capital advising the Independent Board Committee in respect of the Offers has been despatched to the Shareholders on 5 November 2019 in accordance with the Takeovers Code.

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WARNING

The Independent Shareholders and the Optionholders are strongly advised to read carefully the advice, opinion, financial information in relation to the Group and other information contained in the Response Document, including the letter from the Independent Board Committee making recommendation to the Independent Shareholders and the Optionholders in respect of the Offers, and the letter from Gram Capital advising the Independent Board Committee in respect of the Offers before deciding whether or not to accept the Offers.

Notwithstanding the advice, opinion, financial information of the Group and other information contained in the Response Document, the Independent Shareholders and the Optionholders are reminded and advised that their decision to realise or to hold their investment in the Company depend on their own individual circumstances and investment objectives. If in any doubt, the Independent Shareholders and the Optionholders are strongly advised to consult their own professional advisers for professional advice.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

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

By order of the Board

Forebase International Holdings Limited

LIN Junwei

Executive Director

Hong Kong, 5 November 2019

As at the date of this joint 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 joint 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 joint 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 joint announcement, the omission of which would make any statement in this joint announcement misleading.

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As at the date of this joint 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 joint 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 joint 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 joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date hereof, the executive Directors of the Company are Ms. YEUNG So Mui, Mr. CHOI Yun Chor, Mr. NG Kwai Wah Sunny, Mr. CHEN Jian, Mr. TAI Kwok Keung Kenny, Mr. LIN Junwei, Mr. SHEN Yong, Mr. PANG Huan Kun and Ms. WANG Yi Ya; the non-executive Director of the Company is Mr. HUANG Xiang Yang and the independent non-executive Directors of the Company are Ms. LAI Cheuk Yu Cherrie, Mr. TING Wong Kacee, Dr. LOKE Yu (alias LOKE Hoi Lam), Mr. YU Lei and Mr. Ernst Rudolf ZIMMERMANN.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

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