Forebase International : JOINT ANNOUNCEMENT (I) APPOINTMENT OF DIRECTORS; (II) APPOINTMENT OF CO-CHAIRMEN; (III) CHANGE TO BOARD COMMITTEES; (IV) CHANGE OF AUTHORISED REPRESENTATIVE; AND (V) CLARIFICATION IN RELATION TO THE INFORMATION SET OUT IN THE OFFER DOCUMENT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Forebase International Holdings Limited nor is it a solicitation of any acceptance, vote or approval in any jurisdiction.

GREAT MATCH	RICH VISION	FOREBASE
INTERNATIONAL	DEVELOPMENTS	INTERNATIONAL
LIMITED	LIMITED	HOLDINGS LIMITED
(incorporated in the	(incorporated in the	申基國際控股有限公司
British Virgin Islands	British Virgin Islands	(Incorporated in Hong Kong
with limited liability)	with limited liability)	with limited liability)
		(Stock Code: 2310)

JOINT ANNOUNCEMENT

1. APPOINTMENT OF DIRECTORS;

1. APPOINTMENT OF CO-CHAIRMEN;

1. CHANGE TO BOARD COMMITTEES;

(IV) CHANGE OF AUTHORISED REPRESENTATIVE; AND

1. CLARIFICATION IN RELATION TO THE INFORMATION SET OUT IN THE OFFER DOCUMENT

1. APPOINTMENT OF DIRECTORS
   The Board announces that with effect from 10 October 2019:

1. Ms. Yeung, Mr. Choi, Mr. Ng, Mr. Chen, Mr. Tai and Mr. Lin have been appointed as executive Directors; and
2. Ms. Lai and Mr. Ting have been appointed as independent non-executive Directors of the Company.

1. APPOINTMENT OF CO-CHAIRMEN
   The Board announces that with effect from 10 October 2019, Ms. Yeung and Mr. Choi have been appointed as co-chairmen of the Board in place of Mr. Shen Yong.

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1. CHANGES TO BOARD COMMITTEES
   The Board announces that with effect from 10 October 2019:
2. 1. in order to streamline the structure of the committees of the Board, the executive committee of the Board has been discharged;
   2. the existing independent committee of the Board has been discharged and a new independent committee of the Board comprising Mr. Huang Xiang Yang, Ms. Lai, Mr. Ting, Dr. Loke Yu, Mr. Yu Lei and Mr. Ernst Rudolf Zimmermann, being all the non-executive Director and independent non-executive Directors has been established in respect of the Offers;
   3. Ms. Lai has been appointed as (a) the chairman of the nomination committee of the Company in place of Mr. Yu Lei who will continue to be a member of the nomination committee of the Company; and (b) a member of each of the audit committee and the remuneration committee of the Company; and
   4. Mr. Ting has been appointed as (a) chairman of the remuneration committee of the Company in place of Mr. Yu Lei who will continue to be a member of the remuneration committee of the Company; and (b) a member of each of the adit committee and nomination committee of the Company.

(IV) CHANGE OF AUTHORISED REPRESENTATIVE

The Board announces that with effect from 10 October 2019, Mr. Lin, an executive Director, has been appointed as an authorised representative of the Company under the Listing Rules in place of Mr. Pang Huan Kun. Mr. Leung Tak Chee Frankie, the company secretary of the Company, has remained as the other authorised representative of the Company under the Listing Rules.

1. CLARIFICATION IN RELATION TO THE INFORMATION SET OUT IN THE OFFER DOCUMENT
   The Joint Offerors have noted an inadvertent omission in the information in relation to Mr. Lin Junwei under the paragraph headed "PROPOSED DIRECTORS" as set out in appendix II to the Offer Document and the Joint Offerors wish to add the following information:
   "Mr. Lin is a nephew of Ms. Yeung So Mui, a proposed executive Director and proposed co-chairman of the Board, and Mr. Cheng."
   Save as disclosed above, all the information in the Offer Document shall remain unchanged.

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References are made to (i) the announcement dated 17 September 2019 made by Great Match International Limited and Rich Vision Developments Limited (the "Joint Offerors"); (ii) the announcement dated 20 September 2019 of Forebase International Holdings Limited (the "Company"); and (iii) the offer document dated 8 October 2019 (the "Offer Document") issued by or on behalf of the Joint Offerors. Capitalised terms used herein shall have the same meanings as those defined in the Offer Document unless the context otherwise requires.

1. APPOINTMENT OF DIRECTORS
   The board (the "Board") of directors (the "Directors") of the Company announces that Ms. Yeung So Mui ("Ms. Yeung"), Mr. Choi Yun Chor ("Mr, Choi"), Mr. Ng Kwai Wah Sunny ("Mr. Ng"), Mr. Chen Jian ("Mr. Chen"), Mr. Tai Kwok Keung Kenny ("Mr. Tai"), Mr. Lin Junwei ("Mr. Lin") have been appointed as executive Directors of the Company, and Ms. Lai Cheuk Yu Cherrie ("Ms. Lai") and Mr. Ting Wong Kacee ("Mr. Ting") have been appointed as independent non-executive Directors of the Company (collectively the "New Directors")with effect from 10 October 2019.
   Set out below are the respective biographies of the New Directors:
2. 1. Ms. Yeung So Mui
      Ms. Yeung, aged 43, is experienced in corporate management. Ms. Yeung is an executive director of Imperium Group Global Holdings Limited (Stock code: 776), a company principally engaged in household furnishings business which also operates property investment and various loan products and services, as well as the mobile game business, and the issued shares of which are listed on the main board of the Stock Exchange. Ms. Yeung was also an executive director of Suncity Group Holdings Limited (Stock Code: 1383), a company listed on the Main Board of the Stock Exchange, from 5 October 2010 to 20 July 2017. Ms. Yeung is the spouse of Mr. Cheng Ting Kong, a controlling shareholder of the Company. Ms. Yeung is deemed to be interested in 219,211,157 shares of the Company (representing approximately 30.087% of the issued share capital of the Company as at the date of this announcement) held by Rich Vision Developments Limited which is wholly and beneficially owned by Mr.
      Cheng Ting Kong.
      Ms. Yeung was appointed as a director of Yan Oi Tong Limited on 1 April 2013.

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1. Mr. Choi Yun Chor
   Mr. Choi, aged 37, started as the general manager, and currently as the executive director, at Realway Investment Limited and Key Target Investments Limited, each a company principally engaged in the trading of lifestyle fast-moving consumer goods in local and overseas market. At Realway Investment Limited, Mr. Choi manages to provide professional global lifestyle fast-moving consumer goods trading services to worldwide countries. He established different distribution channels and target segment in the past 15 years. He leads a team to explore new markets in Southeast Asia and maintain a stable growth in the well-developed market in the European Union and Middle East. Apart from the trading business, Mr. Choi has been and is still working in a family business in property management, with a team of about 10 talents in Hong Kong for over a decade. He is the director of the leasing and property management company and is responsible for planning business strategies and managing the local and overseas operation teams. Mr. Choi owns the entire equity interest in Great Match
   International Limited which holds 219,211,158 shares of the Company, representing approximately 30.088% of the issued share capital of the Company as at the date of this announcement.
   Mr. Choi graduated from Seneca College, Toronto, Canada in General Business in 2003. Mr. Choi is also a director of the board of Yan Oi Tong, one of the biggest charity organizations in Hong Kong.
2. Mr. Ng Kwai Wah Sunny
   Mr. Ng, aged 39, is the founder and managing director of Davisons Group, a business and private equity consultancy services organization based in Hong Kong, and has over 18 years of experience in corporate restructuring, mergers and acquisitions, project financing, loan and investment management. Mr. Ng started his career at the transaction advisory services department of Ernst and Young, and has previously served as investment director and consultant to a number of listed and unlisted companies in Hong Kong and overseas. Mr. Ng graduated with a Bachelor of Commerce degree in actuarial studies and accounting from the University of New
   South Wales, Australia and is a member of both the Certified Practicing Accountants of Australia and the Hong Kong Institute of Certified Public Accountants.

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1. Mr. Chen Jian
   Mr. Chen, aged 62, joined Realway Investment Limited in 2014 as the director of sales and marketing. From 2009 to 2014, Mr. Chen worked as the sales and marketing manager of Great King International Limited. Mr. Chen worked as the sales and marketing manager of Great King International Limited from 2009 to 2014. Mr. Chen served as the marketing executive of Nippon Tsusho Co., Ltd.* (有限会社日 本通商) from 2005 to 2008, and worked for Ideal Properties Corp. as the department manager from 1997 to 2005. Mr. Chen is a professional in sales and marketing. He is experienced in business development in both developed and emerging markets including Hong Kong, Malaysia, Singapore, Egypt, Greece and Pakistan etc. Mr. Chen obtained a bachelor of engineering from Shanghai Nautical College (now known as Shanghai Maritime University) in July, 1982.
2. Mr. Tai Kwok Keung Kenny
   Mr. Tai, aged 58, Mr. Tai started his career with his expertise in the information technology department in Hong Kong at the Bank of China Group in the 1980s. Since 2014, he is the general manager of Gold Companion International Limited, a trading company of lifestyle fast-moving consumer goods, and since 2006, the director of the Realway International (Phil.) Co. Rp., managing over 100 employees in Hong Kong and the Philippines.
   Mr. Tai obtained a bachelor of electronic and communication engineering from the De La Salle University, the Philippines in 1985. Mr. Tai is appointed as the deputy manager of the executive committee of The Fukienese Association Limited (香港福建 同鄉會).
3. Mr. Lin Junwei
   Mr. Lin, aged 24, is currently the chief financial officer of Imperium Green Power Limited and his primary responsibilities includes the planning, implementation, managing and running of all the finance activities, including business planning, budgeting, forecasting and negotiations. Mr. Lin is a nephew of Ms. Yeung So Mui, an executive Director and Mr. Cheng Ting Kong, a controlling shareholder of the Company.
   Mr. Lin obtained a bachelor of science in accounting and finance from University of East Anglia in 2018.

• For identification purpose only

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1. Ms. Lai Cheuk Yu Cherrie
   Ms. Lai, aged 39, obtained a Master's degree in Civil Engineering from University
   College London, United Kingdom in 2004 and was qualified as a solicitor in England and Wales in 2013. In 2016, Ms. Lai was also qualified as a solicitor in Hong Kong.
   Ms. Lai has more than 14 years' management experience in the construction and engineering industry, both as a civil engineer and qualified legal practitioner, including project management, project planning and implementation, financing and resourcing, litigation, dispute resolution, contracts and corporate governance. Between 2016 and 2017, Ms. Lai held the position of legal counsel of SUEZ (Asia) Limited. Between 2017 and 2018, Ms. Lai held the position of legal counsel of SUEZ NWS Limited. Ms Lai is promoted to the position of senior legal counsel of SUEZ NWS Limited in 2019. Ms. Lai previously held the position of graduate engineer for Halcrow Group Limited and the position of senior engineer for Mouchel Limited, United Kingdom and Legal Counsel for Ove Arup & Partners Hong Kong Limited from 2012 to 2015 and Gammon Construction Limited from 2015 to 2016.
2. Mr. Ting Wong Kacee

Mr. Ting, aged 43, holds a Master of Laws and Postgraduate Certificate in Laws from City University of Hong Kong. He is currently a member of The Hong Kong Bar Association. He is also the independent non-executive director of Imperium Group Global Holdings Limited (Stock code: 776), a company principally engaged in household furnishings business which also operates property investment and various loan products and services, as well as the mobile game business, and the issued shares of which are listed on the main board of the Stock Exchange.

As at the date of this announcement, none of the New Directors has entered into a service contract with the Company and their remuneration is yet to be fixed by the Board which is subject to the review and approval by the Remuneration Committee of the Board.

Save as disclosed above, none of the New Directors has any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company and none of the New Directors has any interest within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571) in the shares of the Company.

Save as disclosed above, none of the New Directors has held any directorships in listed public companies in the last three years or has any other information that needs to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and there is no other matter that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to extend a welcome to the New Directors in joining the Board.

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(II) APPOINTMENT OF CO-CHAIRMEN

The Board announces that with effect from 10 October 2019, Ms. Yeung and Mr. Choi have been appointed as co-chairmen of the Board in place of Mr. Shen Yong.

1. CHANGES TO BOARD COMMITTEES
   The Board announces that with effect from 10 October 2019:
2. 1. in order to streamline the structure of the committees of the Board, the executive committee of the Board has been discharged;
   2. the existing independent committee of the Board has been discharged and a new independent committee of the Board comprising Mr. Huang Xiang Yang, Ms. Lai, Mr. Ting, Dr. Loke Yu, Mr. Yu Lei and Mr. Ernst Rudolf Zimmermann, being all the non- executive Director and independent non-executive Directors has been established in respect of the Offers;
   3. Ms. Lai has been appointed as (a) the chairman of the nomination committee of the Company in place of Mr. Yu Lei who will continue to be a member of the nomination committee of the Company; and (b) a member of each of the audit committee and remuneration committee of the Company; and
   4. Mr. Ting has been appointed as (a) the chairman of the remuneration committee of the Company in place of Mr. Yu Lei who will continue to be a member of the remuneration committee of the Company; and (b) a member of each of the audit committee and nomination committee of the Company.

(IV) CHANGE OF AUTHORISED REPRESENTATIVE

The Board announces that with effect from 10 October 2019, Mr. Lin, an executive Director, has been appointed as an authorised representative of the Company under the Listing Rules in place of Mr. Pang Huan Kun. Mr. Leung Tak Chee Frankie, the company secretary of the Company, has remained as the other authorised representative of the Company under the Listing Rules.

1. CLARIFICATION IN RELATION TO THE INFORMATION SET OUT IN THE OFFER DOCUMENT
   The Joint Offerors have noted an inadvertent omission in the information in relation to Mr. Lin Junwei under the paragraph headed "PROPOSED DIRECTORS" as set out in appendix II to the Offer Document and the Joint Offerors wish to add the following information:
   "Mr. Lin is a nephew of Ms. Yeung So Mui, a proposed executive Director and proposed co- chairman of the Board, and Mr. Cheng."
   Save as disclosed above, all the information in the Offer Document shall remain unchanged.
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Mr. Shen Yong, an executive Director, disagrees to the resolutions of the Board passed on 10 October 2019. The reasons alleged by him were that (i) he reserved his opinion as to whether the number of participants in the meeting of the Board convened on 10 October 2019 complied with the procedures; (ii) he had agreed to change the date of the meeting of the Board to 16 October 2019 and did not received any notice that the meeting of the Board would not be rescheduled on 10 October 2019; (iii) he did not realise the agenda and the subject matter of the meeting of the Board as he did not participate in the meeting of the Board on 10 October 2019; and (iv) he seriously questioned whether the meeting of Board convened by Mr. Leung Tak Chee Frankie, the company secretary of the Company, complied with the legal procedures of listed companies and the Board, etc.

Mr. Pang Huan Kun, an executive Director, disagrees to the publication of this announcement. The reasons alleged by him were that (i) as he was not informed of the status of the meeting of the Board convened in the afternoon of 10 October 2019, number of participants and the status of expressing attitude and resolutions, he would not be able to confirm the content of the announcement; (ii) the timeline for them to reply as requested by the company secretary was unreasonable and it could not be recognised as the decision of the Board; and (iii) the company secretary could not override the Directors and selectively execute and ignore the opinion and suggestion of the directors, and did not provide feedback to the suggestion of the meeting of the Board being convened on 16 October 2019.

Ms. Wang Yi Ya, an executive Director, disagrees to the resolutions of the Board passed on 10 October 2019. The reasons alleged by her were that (i) she received the message that the then chairman and the Board had decided to postpone the meeting to next Wednesday, 16 October 2019 at 3:00 p.m.; and (ii) as she did not know the meeting of the Board was held on 10 October 2019 and did not receive new notice to attend the meeting of the Board held on 10 October 2019 and its subject matter, she therefore did not agree to the resolutions of the Board passed on 10 October 2019.

Mr. Ernst Rudolf Zimmermann, an independent non-executive Director, disagrees to this announcement. The reason alleged by him was that it was agreed to delay the meeting of the Board until next week.

The meeting of the Board held on 10 October 2019 was attended by all of the Directors except for Mr. Shen Yong, Mr. Pang Huan Kun, Ms. Wang Yi Ya and Mr. Ernst Rudolf Zimmermann. As advised by the company secretary, he notified Mr. Shen Yong, Mr. Pang Huan Kun, Ms. Wang Yi Ya and Mr. Ernst Rudolf Zimmermann in the morning of 7 October 2019 of the meeting of the Board to be held at 1:00 p.m. on 10 October 2019. On 9 October 2019, Mr. Pang Huan Kun suggested postponing the meeting of the Board to 16 October 2019. Mr. Shen Yong and Ms. Wong Yi Ya agreed with Mr. Pang Huan Kun and Mr. Ernst Rudolf Zimmermann also preferred to delay the meeting of the Board until next week.

As the appointment of the New Directors would be effective on 10 October 2019, it was undesirable to postpone the meeting of the Board which would cause delay in publication of this announcement. At around noon of 10 October 2019, the company secretary forwarded the latest draft of this announcement and the dail-in number of the conference call to all the Directors except for the New Directors for the meeting of the Board to be held at 1:00 p.m. on 10 October 2019. The meeting finally started at 1:25 p.m. on 10 October 2019. The New Directors attended the

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meeting in person at the office of the Company. Mr. Huang Xiang Yang, Dr. Loke Yu and Mr. Yu Lei also joined the meeting by telephone conference call. At around 8:01 p.m. on 10 October 2019, the company secretary forwarded an updated draft of this announcement to, among others, Mr. Shen Yong, Mr. Pang Huan Kun, Ms. Wang Yi Ya and Mr. Ernst Rudolf Zimmermann to confirm their agreement to the publication of this announcement and later received their response as stated above.

By Order of	By Order of	By order of the Board
the sole director of	the sole director of	Forebase International
Great Match	Rich Vision	Holdings Limited
International Limited	Developments Limited	LEUNG TAK CHEE
CHOI YUN CHOR	CHENG TING KONG	FRANKIE
Sole Director	Sole Director	Company Secretary
Hong Kong, 11 October 2019

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 announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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

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

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