Prestige Safe Limited 威 全 有 限 公 司

Transcription

1 THIS COMPOSITE DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the Offers, this Composite Document and/or the accompanying Form(s) of Acceptance or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Integrated Waste Solutions Group Holdings Limited, you should at once hand this Composite Document and the accompanying Form(s) of Acceptance to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). This Composite Document should be read in conjunction with the accompanying Form(s) of Acceptance, the contents of which form part of the terms and conditions of the Offers. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document and the accompanying Form(s) of Acceptance, make no representation as to their 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 Composite Document and the accompanying Form(s) of Acceptance. Prestige Safe Limited 威 全 有 限 公 司 (Incorporated in the British Virgin Islands with limited liability) Integrated Waste Solutions Group Holdings Limited Integrated Waste Solutions Group Holdings Limited 綜 合 環 保 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (stock code: 923) COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING TO MANDATORY CONDITIONAL CASH OFFERS BY HALCYON SECURITIES LIMITED FOR AND ON BEHALF OF PRESTIGE SAFE LIMITED FOR ALL THE ISSUED SHARES AND FOR CANCELLATION OF ALL OUTSTANDING SHARE OPTIONS OF INTEGRATED WASTE SOLUTIONS GROUP HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY PRESTIGE SAFE LIMITED AND PARTIES ACTING IN CONCERT WITH IT) Financial Adviser to Prestige Safe Limited Halcyon Capital Limited Independent Financial Adviser to the Independent Board Committee Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed Definitions in this Composite Document. A letter from Halcyon Securities containing, among other things, details of the terms and conditions of the Offers is set out on pages 6 to 13 of this Composite Document. A letter from the Board is set out on pages 14 to 19 of this Composite Document. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders and the Independent Optionholders in respect of the Offers is set out on pages 20 to 21 of this Composite Document. A letter from Veda Capital containing its advice to the Independent Board Committee in respect of the Offers is set out on pages 22 to 43 of this Composite Document. The procedures for acceptance and other information relating to the Offers are set out in Appendix I to this Composite Document and in the accompanying Form(s) of Acceptance. Acceptances of the Offers should be received by the Registrar in accordance with those procedures by no later than 4:00 p.m. (Hong Kong time) on Wednesday, 24 February 2016 or such later time and/or date as the Offeror may decide and announce, with the consent of the Executive, in accordance with the Takeovers Code. Persons receiving copies of this Composite Document, the accompanying Form(s) of Acceptance and any related documents, including, without limitation, custodians, nominees and trustees, who would, or otherwise intend to, forward such documents to any jurisdiction outside Hong Kong, should read the details in this regard which are contained in this Composite Document before taking any action. It is the responsibility of each Overseas Shareholder and Overseas Optionholder wishing to accept the Offers to satisfy himself, herself or itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including but not limited to the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities or regulatory or legal requirements. The Overseas Shareholders and the Overseas Optionholders are advised to seek their own professional advice on deciding whether or not to accept the Offers. The Composite Document will remain on the websites of the Stock Exchange at and the Company at as long as the Offers remain open. 3 February 2016

2 CONTENTS Page Expected timetable ii Definitions Letter from Halcyon Securities Letter from the Board Letter from the Independent Board Committee Letter from Veda Capital Appendix I Further terms of the Offers I-1 Appendix II Financial information of the Group II-1 Appendix III Property valuation report of the Group III-1 Appendix IV General information IV-1 Accompanying document(s) Form(s) of Acceptance i

3 EXPECTED TIMETABLE The timetable set out below is indicative only and may be subject to changes. Further announcement(s) will be made in the event of any changes to the timetable as and when appropriate. Unless otherwise expressly stated, all time and date references contained in this Composite Document refer to Hong Kong time and dates Despatch date of this Composite Document and the accompanying Form(s) of Acceptance (Note 1) Wednesday, 3 February Offers open for acceptance (Note 1) Wednesday, 3 February First Closing Date (Notes 1 and 2) Wednesday, 24 February Latest time and date for acceptance of the Offers (Notes 2 and 7) :00 p.m. on Wednesday, 24 February Announcement of the results of the Offers as at the First Closing Date to be posted on the Stock Exchange s website (Note 3) by 7:00 p.m. on Wednesday, 24 February Latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances received on or before 4:00 p.m. on the First Closing Date assuming the Offers become or are declared unconditional on the First Closing Date (Notes 4 and 7) Friday, 4 March Latest time and date for acceptance of the Offers assuming the Offers become or are declared 4:00 p.m. on unconditional on the First Closing Date (Notes 5 and 7) Wednesday, 9 March Announcement of the results of the Offers to be posted on the Stock Exchange s website (Note 3) by 7:00 p.m. on Wednesday, 9 March Latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances received on or before 4:00 p.m. on 9 March 2016 (Note 4) Friday, 18 March Latest time and date by which the Offers can become or be declared unconditional as to acceptances (Note 6) :00 p.m. on Tuesday, 5 April ii

4 EXPECTED TIMETABLE Notes: 1. The Offers, which are conditional, are made on the date of posting of this Composite Document, and are capable of acceptance on and from that date until 4:00 p.m. on the First Closing Date unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. Subject to the condition of the Offers as set out in the paragraph headed Condition of the Offers in the Letter from Halcyon Securities in this Composite Document, acceptance of the Offers shall be irrevocable and are not capable of being withdrawn, except in the circumstances as set out in paragraph headed 6. Right of withdrawal in Appendix I to this Composite Document. 2. The Offers must initially be open for acceptance for at least 21 days following the date on which this Composite Document is posted in accordance with the Takeovers Code. The latest time and date for acceptance of the Offers is 4:00 p.m. on Wednesday, 24 February 2016, unless the Offeror revises or extends the Offers, with the consent of the Executive, in accordance with the Takeovers Code. Beneficial owners of Share(s) who hold their Share(s) in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (set out in Appendix I to this Composite Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures. 3. An announcement will be issued on the website of the Stock Exchange by 7:00 p.m. on Wednesday, 24 February 2016 and Wednesday, 9 March 2016 stating whether the Offers have been revised or extended, have expired or have become or been declared unconditional. In any announcement of an extension of the Offers, either the next closing date must be stated or, if the Offers are unconditional as to acceptances, a statement will be made that the Offers will remain open until further notice. In any event, where the Offers become or are declared unconditional, the Offers will remain open for acceptance for not less than 14 days thereafter in accordance with the Takeovers Code. 4. Remittances in respect of the cash consideration (after deducting the seller s ad valorem stamp duty in case of the Share Offer) payable for the Offer Shares or the Share Options tendered under the Offers (as the case may be) will be posted to the accepting Independent Shareholders or Independent Optionholders (as the case may be) at his/her/its own risk as soon as possible but in any event within 7 Business Days following the later of (a) the Unconditional Date and (b) the date of the receipt by the Registrar of all the relevant documents to render the acceptance under the Offers complete and valid. 5. Assuming the Offers become or are declared unconditional on the First Closing Date, the Offers should remain open for acceptance for not less than 14 days thereafter in accordance with the Takeovers Code. 6. In accordance with the Takeovers Code, except with the consent of the Executive, the Share Offer may not become or be declared unconditional as to acceptances after 7:00 p.m. on the 60th day after posting of this Composite Document. Where a period laid down by the Takeovers Code ends on a day which is not a Business Day, the period is extended until the next Business Day. Accordingly, unless the Share Offer has previously become or been declared unconditional as to acceptances, the Offers will lapse after 7:00 p.m. on Tuesday, 5 April 2016 unless extended with the consent of the Executive. 7. If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning: (a) (b) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest time and date for acceptance of the Offers or the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances, the latest time and date for acceptance of the Offers or the posting of remittances, as the case may be, will remain at 4:00 p.m. on the same Business Day; or in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest time and date for acceptance of the Offers or the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances, the latest time and date for acceptance of the Offers or the posting of remittances, as the case may be, will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m. or such other day as the Executive may approve. All Optionholders should note that under the rules of the share option scheme adopted by the Company on 11 March 2010, subject to the Offers becoming unconditional, all Share Options that remained unexercised (whether vested or not) before 4:00 p.m. on the First Closing Date as notified by the Company to the Optionholders will lapse automatically and shall not be exercisable (to the extent not already exercised) at or after 4:00 p.m. on the First Closing Date. iii

5 DEFINITIONS In this Composite Document, unless otherwise defined or the context otherwise requires, the following expressions shall have the meanings set out below: acting in concert Articles of Association associate(s) Board Business Day BVI CCASS Change in Control Company Composite Document controlling shareholder(s) CTF Holding CTF Nominee has the meaning ascribed thereto under the Takeovers Code the articles of association of the Company has the meaning ascribed thereto under the Takeovers Code the board of Directors a day on which the Stock Exchange is open for the transaction of business British Virgin Islands the Central Clearing and Settlement System established and operated by HKSCC the change in control of CTF Nominee from Dato Dr. Cheng Yu Tung to CTF Holding for a consideration of HK$99,800, which took place on 21 December 2015 Integrated Waste Solutions Group Holdings Limited (stock code: 923), a company incorporated in the Cayman Islands with limited liability, and the issued Shares of which are listed on the Main Board of the Stock Exchange this composite offer and response document dated 3 February 2016 jointly issued by the Offeror and the Company to the Shareholders and the Optionholders in connection with the Offers in compliance with the Takeovers Code has the meaning ascribed thereto under the Listing Rules Chow Tai Fook (Holding) Limited, an investment holding company incorporated in the BVI with limited liability and owned as to approximately 78.58% by Chow Tai Fook Capital Limited, which in turn is owned as to approximately 48.98% and 46.65% by Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited, respectively as at the Latest Practicable Date Chow Tai Fook Nominee Limited ( 周 大 福 代 理 人 有 限 公 司 ), a company incorporated in Hong Kong with limited liability and the controlling shareholder of the Company 1

6 DEFINITIONS Director(s) Executive First Closing Date Form(s) of Acceptance Group director(s) of the Company the Executive Director of the Corporate Finance Division of the SFC or any of his delegates the first closing date of the Offers which is 21 days after the date on which this Composite Document is posted the WHITE Form of Acceptance and/or the PINK Form of Acceptance (as the context may require) which accompany(ies) this Composite Document the Company and its subsidiaries Halcyon Capital Halcyon Capital Limited, a corporation licensed to conduct type 6 (advising on corporate finance) of the regulated activities under the SFO, and the financial adviser to the Offeror Halcyon Securities HKSCC Hong Kong Independent Board Committee Halcyon Securities Limited, a corporation licensed to conduct type 1 (dealing in securities), type 2 (dealing in futures contracts) and type 4 (advising on securities) of the regulated activities under the SFO, which makes the Offers for and on behalf of the Offeror Hong Kong Securities Clearing Company Limited Hong Kong Special Administrative Region of the PRC a committee of the Board, comprising two non-executive Directors, namely, Mr. Lau Sai Cheong and Mr. To Chun Wai; and three independent non-executive Directors, namely, Messrs. Nguyen Van Tu, Peter, Chow Shiu Wing, Joseph and Wong Man Chung, Francis, established to advise the Independent Shareholders and the Independent Optionholders regarding the terms of the Offers and as to their acceptances Independent Financial Veda Capital Limited, a corporation licensed to conduct type 6 Adviser or Veda Capital (advising on corporate finance) of the regulated activities under the SFO, and the independent financial adviser to the Independent Board Committee, the Independent Shareholders and the Independent Optionholders in respect of the Offers and as to their acceptances Independent Optionholders Optionholders other than the Offeror and parties acting in concert with it 2

7 DEFINITIONS Independent Shareholders Shareholders other than the Offeror and parties acting in concert with it Joint Announcement the joint announcement of the Company and the Offeror dated 31 December 2015 in relation to, among other things, the Change in Control and the Offers Last Trading Day Latest Practicable Date Listing Rules Offer Period Offer Share(s) Offeror Offers Option Offer Option Offer Price Optionholder(s) Overseas Optionholders 18 December 2015, being the last full Trading Day of the Shares immediately prior to the trading halt of the Shares on the Stock Exchange pending the release of the Joint Announcement 29 January 2016, being the latest practicable date prior to the printing of this Composite Document for the purpose of ascertaining certain information contained herein the Rules Governing the Listing of Securities on the Stock Exchange the period commencing from 31 December 2015, being the date of publication of the Joint Announcement, until the latest of: (i) the time when the Offers are closed for acceptances; and (ii) the date when the Offers lapse Share(s) in issue, other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it Prestige Safe Limited, a company incorporated in the BVI with limited liability and a wholly-owned subsidiary of CTF Holding collectively the Share Offer and the Option Offer the mandatory conditional cash offer made by Halcyon Securities for and on behalf of the Offeror for cancellation of all Share Options (other than those already held by the Offeror and parties acting in concert with it) pursuant to Rule 13 of the Takeovers Code HK$0.001 for each Share Option payable by the Offeror to the Independent Optionholders accepting the Option Offer holder(s) of the Share Option(s) Independent Optionholders whose addresses as shown on the register of Optionholders of the Company are outside Hong Kong 3

8 DEFINITIONS Overseas Shareholders PINK Form(s) of Acceptance PRC Registrar Relevant Period SFC SFO Share(s) Share Offer Share Offer Price Share Option(s) Shareholder(s) Stock Exchange Takeovers Code Independent Shareholders whose addresses as shown on the register of members of the Company are outside Hong Kong the PINK form of acceptance and cancellation of Share Options in respect of the Option Offer the People s Republic of China which, for the purpose of this Composite Document, shall exclude Hong Kong, Macau Special Administrative Regions of PRC and Taiwan Tricor Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong, being the agent to receive the WHITE Form of Acceptance under the Share Offer and the PINK Form of Acceptance under the Option Offer the period commencing on 30 June 2015, being the date falling six months before the date of the Joint Announcement, up to and including the Latest Practicable Date the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ordinary share(s) of HK$0.10 each in the share capital of the Company the mandatory conditional cash offer made by Halcyon Securities for and on behalf of the Offeror for all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code the price at which the Share Offer is made, being HK$0.158 per Offer Share the outstanding share options (whether vested or not) granted under the share option scheme adopted by the Company on 11 March 2010 holder(s) of the issued Shares The Stock Exchange of Hong Kong Limited The Hong Kong Code on Takeovers and Mergers 4

9 DEFINITIONS Trading Day Unconditional Date WHITE Form(s) of Acceptance HK$ RMB US$ a day on which securities can be freely traded on the Stock Exchange during whole of the normal trading hours of the Stock Exchange regardless of whether any trades actually occur the date on which the Offers become or are declared unconditional in accordance with the Takeovers Code the WHITE form of acceptance and transfer of the Offer Shares in respect of the Share Offer Hong Kong dollars, the lawful currency of Hong Kong Renminbi, the lawful currency of the PRC United States dollars, the lawful currency of the United States of America % per cent. The English texts of this Composite Document and accompanying Form(s) of Acceptance shall prevail over their respective Chinese texts in case of inconsistency. Reference to any statute or statutory provision includes a statute or statutory provision which amends, consolidates or replaces the same whether before or after the date of this Composite Document. Certain amounts and percentage figures in this Composite Document have been subject to rounding adjustments. 5

10 LETTER FROM HALCYON SECURITIES Halcyon Securities Limited 11/F, 8 Wyndham Street, Central, Hong Kong 3 February 2016 To the Independent Shareholders and the Independent Optionholders Dear Sir or Madam, MANDATORY CONDITIONAL CASH OFFERS BY HALCYON SECURITIES LIMITED FOR AND ON BEHALF OF PRESTIGE SAFE LIMITED FOR ALL THE ISSUED SHARES AND FOR CANCELLATION OF ALL OUTSTANDING SHARE OPTIONS OF INTEGRATED WASTE SOLUTIONS GROUP HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY PRESTIGE SAFE LIMITED AND PARTIES ACTING IN CONCERT WITH IT) INTRODUCTION Reference is made to the Joint Announcement in relation to, among other things, the Change in Control and the Offers. As a result of the Change in Control, CTF Holding has become the controlling shareholder of CTF Nominee and is deemed to be interested in 2,263,151,835 Shares, representing approximately 46.93% of the entire issued share capital of the Company as at the Latest Practicable Date. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make the Share Offer for all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it). In addition, under Rule 13 of the Takeovers Code, the Offeror is also required to make a comparable cash offer for cancellation of all Share Options (other than those already held by the Offeror and parties acting in concert with it). The purpose of this letter is to provide you with, among other things, details of the Offers, information on the Offeror and the intention of the Offeror regarding the Group. The terms of the Offers and procedures of acceptances are set out in this letter, Appendix I to this Composite Document and the Forms of Acceptance. Independent Shareholders and Independent Optionholders are strongly advised to consider carefully the information contained in the Letter from the Board, the Letter from the Independent Board Committee, the Letter from Veda Capital and the appendices as set out in this Composite Document and to consult their own professional advisers before reaching a decision as to whether or not to accept the Offers. 6

11 LETTER FROM HALCYON SECURITIES THE OFFERS As at the Latest Practicable Date, there were 4,822,334,000 Shares in issue and 66,221,654 Share Options. Save for the Share Options, the Company had no other outstanding options, warrants, derivatives or securities convertible or exchangeable into Shares. Principal terms of the Offers Halcyon Securities is making the Offers for and on behalf of the Offeror in compliance with the Takeovers Code on the following basis: Share Offer For every Offer Share HK$0.158 in cash The Offer Shares to be acquired under the Share Offer shall be fully paid and free from all liens, charges, encumbrances, right of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the date of the Joint Announcement or subsequently becoming attached to them, including the rights to receive in full all dividends and distributions, if any, declared, made or paid on or after the date of the Joint Announcement. Option Offer For cancellation of each Share Option (whether vested or not and other than those already held by the Offeror and parties acting in concert with it) with exercise price at HK$ HK$0.001 in cash Pursuant to Rule 13 of the Takeovers Code, the offer price for cancellation of each share option should normally represent the difference between the exercise price of the respective share options and the offer price for shares. As the exercise price of each of the Share Options is HK$0.444, which is above the Share Offer Price, the Option Offer Price for cancellation of each Share Option is nominal. Comparison of value The Share Offer Price of HK$0.158 was determined with reference to the then prices of the Shares traded on the Stock Exchange, the financial conditions of the Group and the market conditions, and represents: (i) (ii) the closing price of HK$0.158 per Share as quoted on the Stock Exchange on the Last Trading Day; a premium of approximately 2.60% over the average of the closing prices of the Shares as quoted on the Stock Exchange for the 5 trading days up to and including the Last Trading Day of approximately HK$0.154 per Share; 7

12 LETTER FROM HALCYON SECURITIES (iii) (iv) (v) a premium of approximately 1.28% over the average of the closing prices of the Shares as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day of approximately HK$0.156 per Share; a discount of approximately 0.63% to the closing price of HK$0.159 per Share as quoted on the Stock Exchange on the Latest Practicable Date; and a discount of approximately 36.80% to the unaudited consolidated net asset value attributable to equity shareholders of the Company of approximately HK$0.250 per Share as at 30 September 2015 (based on the unaudited accounts of the Company as at 30 September 2015 and the number of Shares in issue as at the Latest Practicable Date). Highest and lowest Share prices The highest and lowest closing prices of the Shares as quoted on the Stock Exchange during the Relevant Period were HK$0.310 per Share (on 30 June 2015) and HK$0.152 per Share (on 11 December 2015 and 14 December 2015), respectively. Value of the Offers As at the Latest Practicable Date, there were 4,822,334,000 Shares in issue and 66,221,654 Share Options in respect of 66,221,654 Shares. As at the Latest Practicable Date, (i) the Offeror was interested in 2,263,151,835 Shares and therefore, 2,559,182,165 Offer Shares are subject to the Share Offer; and (ii) Mr. Cheng Chi Ming, Brian and Mr. Tsang On Yip, Patrick (being parties acting in concert with the Offeror) were interested in 10,986,486 and 8,789,189 Share Options, respectively and therefore, 46,445,979 Share Options are subject to the Option Offer. The Share Offer for 2,559,182,165 Shares is valued at HK$404,350, on the basis of the Share Offer Price of HK$0.158 per Offer Share. Assuming that all 46,445,979 Share Options are tendered for cancellation at the Option Offer Price, the aggregate amount payable by the Offeror under the Option Offer is approximately HK$46, Assuming that all 46,445,979 Share Options are fully exercised prior to closing of the Offers, an aggregate of 2,605,628,144 Shares would be subject to the Share Offer and be valued at HK$411,689, on the basis of the Share Offer Price of HK$0.158 per Offer Share. Financial resources available to the Offeror The Offeror will finance the Offers from its internal resources and Halcyon Capital is satisfied that sufficient financial resources are available to the Offeror to satisfy full acceptances of the Offers. 8

13 LETTER FROM HALCYON SECURITIES Condition of the Offers The Offers are conditional upon valid acceptances of the Share Offer having been received by 4:00 p.m. on the First Closing Date (or such later time and/or date as the Offeror may determine and announce in accordance with the requirements of the Takeovers Code) in respect of such number of Shares, which together with the Shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it, will result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights in the Company. The Option Offer is subject to and conditional upon the Share Offer becoming unconditional. Independent Shareholders and Independent Optionholders should note that if the total number of Shares in respect of which the Offeror receives valid acceptances under the Share Offer together with those Shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it before or during the Offer Period, will result in the Offeror and parties acting in concert with it holding 50% or less of the voting rights of the Company, the Offers will not become unconditional and will lapse. In such circumstances, pursuant to Rule 20.2 of the Takeovers Code, the Offeror must, as soon as possible but in any event within 10 days thereof, post the certificates of the Shares or Share Options (as the case may be) lodged with the relevant Forms of Acceptance to, or make such certificates of the Shares or Share Options (as the case may be) available for collection by, those Independent Shareholders or Independent Optionholders who have accepted the Offers. Effect of accepting the Offers By accepting the Share Offer, the Independent Shareholders will sell their Shares to the Offeror free from all encumbrances together with all rights attached thereto, including but not limited to all rights to any dividend or other distribution declared, made or paid on or after the date on which the Share Offer is made, which is the date of the Joint Announcement. Acceptance of the Option Offer by the Independent Optionholders will result in the cancellation of their Share Options and all rights attached thereto with effect from the date on which the Option Offer is made, being the date of the Joint Announcement. Acceptance of the Offers by any Independent Shareholder or Independent Optionholder will constitute a warranty by such person that all Shares or Share Options sold by such person under the Offers are free from all liens, charges, options, claims, equities, adverse interests, third-party rights or encumbrances whatsoever and together with all rights accruing or attaching thereto, including, without limitation, the right to receive dividends and distributions recommended, declared, made or paid, if any, on or after the date on which the Offers are made. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code. 9

14 LETTER FROM HALCYON SECURITIES Hong Kong stamp duty In Hong Kong, seller s ad valorem stamp duty arising in connection with acceptances of the Share Offer will be payable by the relevant Independent Shareholders at a rate of 0.1% of the market value of the Offer Shares or the consideration payable by the Offeror in respect of the relevant acceptances of the Share Offer, whichever is higher, and will be deducted from the cash amount payable by the Offeror to the relevant Independent Shareholder accepting the Share Offer. The Offeror will arrange for payment of the seller s ad valorem stamp duty on behalf of the relevant Independent Shareholders accepting the Share Offer and will pay the buyer s ad valorem stamp duty in connection with the acceptance of the Share Offer and the transfer of the Offer Shares. No stamp duty is payable in connection with the acceptances of the Option Offer. Payment Payment in cash in respect of acceptances of the Offers will be made as soon as possible but in any event within 7 Business Days of the date on which the relevant documents of title are received by the Offeror to render each such acceptance complete and valid or the Offers have become or have been declared unconditional, whichever is later. Settlement of the amounts due to the Independent Shareholders and the Independent Optionholders who accept the Offers will be implemented in full in accordance with the terms of the Offers without regard to any lien, right of set-off, counterclaim or other analogous right to which the Offeror may otherwise be, or claim to be, entitled against such Independent Shareholders or Independent Optionholders. Other arrangements The Offeror confirms that, as at the Latest Practicable Date: (i) save for the 2,263,151,835 Shares which CTF Nominee was interested in and the 10,986,486 and 8,789,189 Share Options held by Mr. Cheng Chi Ming, Brian and Mr. Tsang On Yip, Patrick (being parties acting in concert with the Offeror) respectively, the Offeror and parties acting in concert with it did not own, control or had direction over any voting rights or rights over the Shares or convertible securities, options, warrants or derivatives of the Company; (ii) (iii) (iv) there was no arrangement (whether by way of option, indemnity or otherwise) of the kind referred to in Note 8 to Rule 22 of the Takeovers Code in relation to the shares of the Offeror or the Shares and which might be material to the Offers; other than those set out in the paragraph headed Condition of the Offers above, there was no agreement or arrangement to which the Offeror was a party which related to circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offers; the Offeror and parties acting in concert with it had not received any irrevocable commitment to accept the Offers; and 10

15 LETTER FROM HALCYON SECURITIES (v) the Offeror and parties acting in concert with it had not borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company. Taxation advice Independent Shareholders and Independent Optionholders are recommended to consult their own professional advisers if they are in doubt as to the taxation implications of their acceptance or non-acceptance of the Offers. It is emphasised that none of the Offeror and parties acting in concert with it, the Company, Halcyon Capital, Halcyon Securities, Veda Capital, the Registrar and their respective ultimate beneficial owners, directors, officers, agents or professional advisers or any other person involved in the Offers accepts any responsibility for any taxation effects on, or liabilities of, any person or persons as a result of their acceptance(s) or non-acceptance(s) of the Offers. Dealing and interest in the Company s securities None of the Offeror, its ultimate beneficial owner nor parties acting in concert with any of them has dealt for value in any Shares, options, derivatives, warrants or other securities convertible into Shares during the Relevant Period. Overseas Shareholders and Overseas Optionholders The Offers made are in respect of securities of a company incorporated in the Cayman Islands and are subject to the procedural and disclosure requirements of Hong Kong, which may be different from other jurisdictions. Overseas Shareholders and Overseas Optionholders who wish to participate in the Offers will also be subject to, and may be limited by, the laws and regulations of their respective jurisdictions in connection with their participation in the Offers. Overseas Shareholders and Overseas Optionholders should observe any applicable legal and regulatory requirements and, where necessary, consult their own professional advisers. It is the responsibility of Overseas Shareholders and Overseas Optionholders who wish to accept the Offers to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdictions in connection with the acceptance of the Offers (including the obtaining of any governmental, exchange control or other consent which may be required or the compliance with other necessary formalities or legal and/or regulatory requirements and the payment of any issue, transfer or other taxes due in such jurisdictions). Overseas Shareholders and Overseas Optionholders shall be fully responsible for the payment of any transfer or other taxes and duties due by such Overseas Shareholders or Overseas Optionholders in respect of the relevant jurisdictions. Acceptance of the Offers by any such person will be deemed to constitute a representation and warranty from such person that such person is permitted under, and has complied with, all applicable laws and regulations to receive and accept the Offers, and any revision thereof, and such acceptance is valid and binding in accordance with all applicable laws and regulations. The Overseas Shareholders and Overseas Optionholders are recommended to seek professional advice on deciding whether or not to accept the Offers. 11

16 LETTER FROM HALCYON SECURITIES INFORMATION ON THE OFFEROR The Offeror is an investment holding company incorporated in the BVI and a wholly-owned subsidiary of CTF Holding. The Offeror has not carried on any business since its incorporation, other than matters in connection with the Offers. As a result of the Change in Control, CTF Holding has become the controlling shareholder of CTF Nominee. As at the Latest Practicable Date: (a) (b) CTF Holding was owned as to approximately 78.58% by Chow Tai Fook Capital Limited, which in turn was owned as to approximately 48.98% and 46.65% by Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited, respectively; and Dr. Cheng Kar Shun, Mr. Cheng Kar Shing, Mrs. Sun Cheng Lai Ha, Cecilia and Mrs. Doo Cheng Sau Ha, Amy collectively held controlling interest in each of Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited. OFFEROR S INTENTION ON THE GROUP Following the close of the Offers, the Offeror intends to continue with the existing principal businesses of the Group. The Offeror does not intend to introduce any major changes to the existing operations and business of the Group or terminate the employment of any employees of the Group or propose any change to the members of the Board immediately after the Offers. As at the Latest Practicable Date, the Offeror had no intention or plans for any acquisition or disposal of assets and/or business by the Group. COMPULSORY ACQUISITION The Offeror does not intend to exercise any power of compulsory acquisition of any Offer Shares outstanding and not acquired under the Offers after the close of the Offers. MAINTAINENCE OF THE LISTING STATUS OF THE COMPANY The Stock Exchange has stated that if, at the close of the Offers, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public, or if the Stock Exchange believes that (i) a false market exists or may exist in the trading of the Shares; or (ii) there are insufficient Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend dealings in the Shares. The Offeror intends the Company to remain listed on the Stock Exchange after the close of the Offers. The directors of the Offeror will jointly and severally undertake to the Stock Exchange to take appropriate steps to ensure that the sufficient public float exists in the Shares. 12

17 LETTER FROM HALCYON SECURITIES ACCEPTANCE AND SETTLEMENT Your attention is drawn to the further details regarding further terms and conditions of the Offers, the procedures for acceptance and settlement and the acceptance period as set out in Appendix I to this Composite Document and the accompanying Form(s) of Acceptance. GENERAL This Composite Document has been prepared for the purposes of complying with the laws of Hong Kong, the Takeovers Code and the Listing Rules and the information disclosed may not be the same as which would have been disclosed if this Composite Document had been prepared in accordance with the laws of jurisdictions outside Hong Kong. To ensure equality of treatment of all Independent Shareholders and Independent Optionholders, those registered Independent Shareholders and Independent Optionholders who hold Offer Shares and Share Options as nominee on behalf of more than one beneficial owner should, as far as practicable, treat the holding of such beneficial owner separately. It is essential for the beneficial owners of the Offer Shares and Share Options whose investments are registered in the names of nominees to provide instructions to their nominees of their intentions with regard to the Offers. The attention of the Overseas Shareholders and Overseas Optionholders is drawn to paragraph 7(h) in Appendix I to this Composite Document. All documents and remittances to be sent to the Independent Shareholders and the Independent Optionholders will be sent to them by ordinary post at their own risk. Such documents and remittances will be sent to the Independent Shareholders and the Independent Optionholders at their respective addresses as they appear in the register of the members of the Company or register of Optionholders (as the case may be) and in the case of joint Independent Shareholders or joint Independent Optionholders (as the case may be), to such Independent Shareholders or Independent Optionholders whose name appears first in the register of members of the Company or register of Optionholders (as the case may be). The Offeror and parties acting in concert with any of them, the Company, Halcyon Capital, Halcyon Securities, Veda Capital, the Registrar or professional advisers or any of their respective directors or any other parties involved in the Offers will not be responsible for any loss or delay in transmission or any other liabilities that may arise as a result thereof or in connection therewith. ADDITIONAL INFORMATION Your attention is drawn to the additional information set out in the appendices to this Composite Document which form part of this Composite Document. You are reminded to carefully read the Letter from the Board, the advice of the Independent Board Committee, the recommendation of Veda Capital and other information about the Group, which are set out in this Composite Document before deciding whether or not to accept the Offers. 13 Yours faithfully, For and on behalf of Halcyon Securities Limited Gilbert Lam Executive Director

18 LETTER FROM THE BOARD Integrated Waste Solutions Group Holdings Limited Integrated Waste Solutions Group Holdings Limited 綜 合 環 保 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (stock code: 923) Executive Directors: Mr. Suen Wing Yip Mr. Tam Sui Kin, Chris Non-executive Directors: Mr. Cheng Chi Ming, Brian (Chairman) Mr. Tsang On Yip, Patrick Mr. Lau Sai Cheong Mr. To Chun Wai Independent non-executive Directors: Mr. Nguyen Van Tu, Peter Mr. Chow Shiu Wing, Joseph Mr. Wong Man Chung, Francis Registered Office: Clifton House 75 Fort Street PO Box 1350 Grand Cayman KY Cayman Islands Principal Place of Business in Hong Kong: Integrated Waste Solutions Building 8 Chun Cheong Street Tseung Kwan O Industrial Estate New Territories Hong Kong 3 February 2016 To the Independent Shareholders and the Independent Optionholders Dear Sir or Madam, INTRODUCTION MANDATORY CONDITIONAL CASH OFFERS BY HALCYON SECURITIES LIMITED FOR AND ON BEHALF OF PRESTIGE SAFE LIMITED FOR ALL THE ISSUED SHARES AND FOR CANCELLATION OF ALL OUTSTANDING SHARE OPTIONS OF INTEGRATED WASTE SOLUTIONS GROUP HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY PRESTIGE SAFE LIMITED AND PARTIES ACTING IN CONCERT WITH IT) Reference is made to the Joint Announcement in relation to, among other things, the Change in Control and the Offers. 14

19 LETTER FROM THE BOARD As a result of the Change in Control, CTF Holding has become the controlling shareholder of CTF Nominee and is deemed to be interested in 2,263,151,835 Shares, representing approximately 46.93% of the entire issued share capital of the Company as at the Latest Practicable Date. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make the Share Offer for all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it). In addition, under Rule 13 of the Takeovers Code, the Offeror is also required to make a comparable cash offer for cancellation of all Share Options (other than those already held by the Offeror and parties acting in concert with it). The purpose of this Composite Document is to provide you with, among other things, information relating to the Group and the Offers and to set out the letter from the Independent Board Committee containing its recommendation to the Independent Shareholders and the Independent Optionholders in respect of the terms of the Offers and as to their acceptances and the letter from the Veda Capital containing its advice to the Independent Board Committee, the Independent Shareholders and the Independent Optionholders in respect of the terms of the Offers and as to their acceptances. THE OFFERS As at the Latest Practicable Date, there were 4,822,334,000 Shares in issue and 66,221,654 Share Options. Save for the Share Options, the Company had no other outstanding options, warrants, derivatives or securities convertible or exchangeable into Shares. Principal terms of the Offers Halcyon Securities is making the Offers for and on behalf of the Offeror in compliance with the Takeovers Code on the following basis: Share Offer For every Offer Share HK$0.158 in cash The Offer Shares to be acquired under the Share Offer shall be fully paid and free from all liens, charges, encumbrances, right of pre-emption and any other third party rights of any nature and together with all rights attaching to them as at the date of the Joint Announcement or subsequently becoming attached to them, including the rights to receive in full all dividends and distributions, if any, declared, made or paid on or after the date of the Joint Announcement. Option Offer For cancellation of each Share Option (whether vested or not and other than those already held by the Offeror and parties acting in concert with it) with exercise price at HK$ HK$0.001 in cash Pursuant to Rule 13 of the Takeovers Code, the offer price for cancellation of each share option should normally represent the difference between the exercise price of the respective share options and the offer price for shares. As the exercise price of each of the Share Options is HK$0.444, which is above the Share Offer Price, the Option Offer Price for cancellation of each Share Option is nominal. 15

20 LETTER FROM THE BOARD Further Details of the Offers Further details of the Offers, including, among other things, their extension to the Overseas Shareholders and the Overseas Optionholders, information on taxation, the terms and conditions and the procedures for acceptance and settlement and acceptance period are set out in the Letter from Halcyon Securities, Appendix I to this Composite Document and the accompanying Form(s) of Acceptance. INFORMATION ON THE GROUP The Company is an investment holding company incorporated in the Cayman Islands and through its subsidiaries, is principally engaged in the trading of recovered paper and materials, trading of tissue paper products, provision of confidential materials destruction services and provision of logistics services. The Group recorded audited loss and total comprehensive income attributable to equity shareholders of the Company of approximately HK$ million and approximately HK$ million for the two financial years ended 31 March 2014 and 2015, respectively. The unaudited consolidated net assets value attributable to equity shareholders of the Company as at 30 September 2015 was approximately HK$1, million. ISSUED SHARES AND SHARE OPTIONS Date: The table below sets out the shareholding structure of the Company as at the Latest Practicable Name of Shareholders As at the Latest Practicable Date Approximate % Number of Shares of issued Shares CTF Nominee (Notes 1, 2 and 3) 1,530,601, % Smart On Resources Ltd. (Note 1) 732,550, % Subtotal of the Offeror and parties 2,263,151, % acting in concert with it (Notes 2 and 3) City Legend International Limited (Note 4) 785,100, % Public Shareholders 1,774,082, % Total 4,822,334, % Notes: 1. As at the Latest Practicable Date, CTF Nominee was the beneficial owner of 1,530,601,835 Shares and was interested in 732,550,000 Shares through its interest in its wholly-owned subsidiary, Victory Day Investments Limited, which in turn wholly-owned Smart On Resources Ltd.. 16

21 LETTER FROM THE BOARD 2. Immediately after the Change in Control, CTF Holding has become the controlling shareholder of CTF Nominee and is deemed to be interested in an aggregate of 2,263,151,835 Shares by virtue of the SFO. 3. As at the Latest Practicable Date, CTF Holding was held as to approximately 78.58% by Chow Tai Fook Capital Limited which in turn was owned as to approximately 48.98% and 46.65% by Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited, respectively. As such, Chow Tai Fook Capital Limited, Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited were deemed to be interested in the 2,263,151,835 Shares by virtue of the SFO. 4. As at the Latest Practicable Date, Mr. Leung Kai Kuen was deemed to be interested in the 785,100,000 Shares held by City Legend International Limited, a corporation wholly-owned by Mr. Leung Kai Kuen. The table below sets out the details of the Share Options (whether vested or not) as at the Latest Practicable Date: Number of Exercise price for Share Options Date of grant Exercisable period each Share Option 66,221, April 2014 From 25 July 2014 HK$0.444 to 24 April 2020 The Share Options may be exercised from 25 July 2014 to 24 April 2020 (both dates inclusive) subject to the vesting periods as stipulated in the offer letter. Vesting period: Tranche 1: 20% are exercisable from 25 July 2014 to 24 April 2020 Tranche 2: 50% are exercisable from 25 April 2016 to 24 April 2020 Tranche 3: 30% are exercisable from 25 April 2018 to 24 April 2020 As at the Latest Practicable Date, save as disclosed above, the Company had no other outstanding options, warrants derivatives or securities convertible or exchangeable into Shares. OFFEROR S INTENTION ON THE GROUP The Directors has noted the intentions of the Offeror in respect of the Group and its employees from the Letter from Halcyon Securities, including that the Offeror intends that the Group will continue its existing principal business. Your attention is drawn to the section headed Offeror s intention on the Group in the Letter from Halcyon Securities as set out on page 12 of this Composite Document. 17