3DG Holdings (International) Limited — Capital/Financing Update 2021

Dec 6, 2021

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 sell, dispose, acquire, purchase or subscribe for securities in the Company.

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HONG KONG RESOURCES HOLDINGS COMPANY LIMITED 香港資源控股有限公司

(Incorporated in Bermuda with limited liability and carrying on business in Hong Kong as HKRH China Limited)

(Stock code: 2882)

COMPLETION OF THE SUBSCRIPTION OF NEW SHARES AND CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

References are made to (i) the announcements of Hong Kong Resources Holdings Company Limited (the “ Company ”) dated 31 May 2021, 25 June 2021, 23 July 2021, 31 August 2021, 12 November 2021, 19 November 2021 and 1 December 2021; and (ii) the circular (the “ Circular ”) of the Company dated 30 June 2021 in relation to, among other matters, the Subscription Agreements and the transactions contemplated thereunder. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Circular and the announcement of the Company dated 12 November 2021.

The Board is pleased to announce that, as at the date of this announcement, completion of the Second Subscription, being the allotment and issue of 50,000,000 Second Subscription Shares and the issue of the Second Convertible Bonds in the aggregate principal amount of HK$32,500,000 to the Second Subscriber, had taken place in accordance with the terms and conditions of the Second Subscription Agreement.

The gross proceeds and the net proceeds from the Second Subscription are HK$57.5 million and approximately HK$57.5 million, respectively. The net proceeds of the Second Subscription, together with the First Subscription, is approximately HK$141 million, and will be applied as to approximately HK$126 million for repayment of indebtedness, including but not limited the convertible bonds issued by the Company in January 2020; and approximately HK$15 million for general working capital of the Group.

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Immediately before the Second Completion, the Company had 219,671,601 Shares in issue. Immediately after the Second Completion, 50,000,000 new Shares, representing approximately 18.54% of the issued share capital of the Company as at the date of this announcement (as enlarged by the allotment and issue of the Second Subscription Shares), have been duly allotted and issued as fully paid to the Second Subscriber at the Second Subscription Price of HK$0.50 per Second Subscription Share. Accordingly, immediately after the Second Completion, there are 269,671,601 Shares in issue.

Based on the initial conversion price of HK$0.65 per conversion share and assuming there is no other change in the issued share capital of the Company between the date of this announcement and the full conversion of the Convertible Bonds, 130,000,000 Conversion Shares will be allotted and issued by the Company upon exercise in full of the conversion rights attaching to the Convertible Bonds, representing: (a) approximately 48.21% of the issued share capital of the Company as at the date of this announcement (as enlarged by the allotment and issue of the Second Subscription Shares); and (b) approximately 32.53% of the issued share capital of the Company as enlarged by the allotment of issue of the Conversion Shares. The aggregate nominal value of the Conversion Shares is HK$130,000.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (1) immediately before the Second Completion (“ Scenario 1 ”); (2) immediately after the Second Completion and as at the date of this announcement (“ Scenario 2 ”); and (3) for illustrative purpose only, immediately after the Second Completion and the allotment and issue of the Conversion Shares upon full conversion of the Convertible Bonds (“ Scenario 3 ”) are set out below:

	Scenario 1	Scenario 1		Scenario 2	Scenario 2		Scenario 3	Scenario 3
Shareholders	No. of Shares	Approx. %		No. of Shares	Approx. %		No. of Shares	Approx. %
Mr. Li Ning (Note 1)	157,000		0.07%	157,000		0.06%	157,000		0.04%
Eminent Rise Holdings
Limited (Note 1)	21,000,000		9.56%	21,000,000		7.79%	21,000,000		5.25%
Well Pop Group Limited
(Note 2)	28,000,000		12.75%	28,000,000		10.38%	28,000,000		7.01%
Weltrade Group Limited				25,105,561
(Note 3)	25,105,561		11.43%	(Note 4)		9.31%	25,105,561		6.28%
Mr. Wen Jialong (Note 3)	141,548		0.06%	141,548		0.05%	141,548		0.04%
First Subscriber	65,000,000		29.59%	65,000,000		24.10%	145,000,000		36.28%
Second Subscriber	–		–	50,000,000		18.54%	100,000,000		25.02%
Public Shareholders	80,267,492		36.54%	80,267,492		29.76%	80,267,492		20.08%
Total	219,671,601		100.00%	269,671,601		100.00%	399,671,601		100.00%

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Notes:

1. Eminent Rise Holdings Limited (“ Eminent Rise ”) is a company wholly-owned by Mr. Li Ning, the executive Director and the chairman. As such, Mr. Li Ning is deemed to be interested in the Shares held by Eminent Rise.

2. Well Pop Group Limited (“ Well Pop ”) is a company wholly-owned by Ms. Hao Yuanyuan. As such, Ms. Hao Yuanyuan is deemed to be interested in the Shares held by Well Pop.

3. Weltrade Group Limited (“ Weltrade ”) is a company wholly-owned by Kerui Jinrong Company Limited, which is in turn owned as to 40% by Mr. Zheng Yue Wen, 20% by Mr. Xiang Hong and 40% by Hallow King Global Investment Limited, which in turn is wholly-owned by Mr. Wen Jialong. As such, Mr. Zheng Yue Wen and Mr. Wen Jialong are deemed to be interested in the Shares held by Weltrade.

4. Immediately after the Second Completion, Weltrade ceased to be a substantial shareholder (as defined in the Listing Rules) of the Company, and is regarded as a public Shareholder.

5. The percentages are subject to rounding error.

By order of the Board Hong Kong Resources Holdings Company Limited Li Ning Chairman

Hong Kong, 6 December 2021

As at the date of this announcement, the Board comprises Mr. Li Ning (Chairman), Mr. Wang Chaoguang (Co-chairman) and Ms. Dai Wei as executive Directors; Mr. Hu Hongwei as non-executive Director; and Dr. Loke Yu alias Loke Hoi Lam, Mr. Fan, Anthony Ren Da and Mr. Chan Kim Sun as independent non-executive Directors.

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