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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 is for information purposes only and does not constitute an invitation or offer to
acquire purchase or subscribe for any securities.
Rainbow Brothers Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 33)
VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION
IN RELATION TO THE ACQUISITION OF A 90% BENEFICIAL INTEREST IN
HARMONIC STRAIT CREDIT GUARANTEE CO., LTD.
RESUMPTION OF TRADING
Subsequent to the signing of preliminary agreement by the Company with the Vendor and the
Guarantor on 8th February, 2010, the Board is pleased to announce that on 22nd February, 2010
the Company entered into the Formal Acquisition Agreement with the Vendor and the Guarantor.
Under the Formal Acquisition Agreement, the Company has agreed to acquire and the Vendor
has agreed to dispose of the Sale Share at the Consideration of HK$3,243,750,000 (subject to
The Consideration shall be paid and satisfied by the Company by delivering the Convertible Bonds
issued by the Company to the Vendor in the principal amount equivalent to the Consideration upon
LISTING RULE IMPLICATIONS
The acquisition constitutes a very substantial acquisition under Chapter 14 of the Listing
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The Stock Exchange has considered that the Loan Advance is related to the Acquisition. As such,
the Stock Exchange has exercised its power to deem the Vendor with whom Mr. Hui and Mr. Ng
(through Wider Sun) have entered into a loan arrangement, as an associate of Mr. Hui and Mr. Ng
in respect of the Acquisition under Rule 14.11(4)(a). Therefore, the Acq