abc Multiactive Limited — Capital/Financing Update 2018

Nov 22, 2018

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.

**abc Multiactive Limited 辰罡科技有限公司 ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 8131)

COMPLETION OF CONNECTED TRANSACTION IN RELATION TO THE ISSUE OF CONVERTIBLE PREFERENCE SHARES AND CONVERTIBLE BOND FOR SETTLEMENT OF PROMISSORY NOTE

References are made to the circular (the “ Circular ”) of the Company dated 25 October 2018 in relation to the Subscription and the announcement of the Company dated 19 November 2018 in relation to the poll results of the SGM. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that all conditions precedent set out in the Subscription Agreement have been fulfilled and Completion took place on 22 November 2018 in accordance with the terms and conditions of the Subscription Agreement. Pursuant to the Subscription Agreement, a total of 123,529,400 Convertible Preference Shares in the total subscription price of HK$20,999,998.00 and the Convertible Bond in the principal amount of HK$29,699,876.20 have been allotted and issued by the Company to the Subscriber.

NUMBER OF CONVERSION SHARES

Based on the initial CPS Conversion Price, a maximum number of 123,529,400 new Shares shall be allotted and issued upon full exercise of the conversion rights attaching to the Convertible Preference Shares. Based on the initial CB Conversion Price, a maximum number of 174,705,154 new Shares shall be allotted and issued upon full exercise of the conversion rights attaching to the Convertible Bond.

– 1 –

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming there is no change to the total issued share capital of the Company, set out below are the shareholding structures of the Company (i) as at the date of this announcement; (ii) assuming full conversion of the Convertible Preference Shares at the initial CPS Conversion Price; and (iii) assuming full conversion of (x) the Convertible Preference Shares at the initial CPS Conversion Price and (y) the Convertible Bond at the initial CB Conversion Price:

The Subscriber_(Note 1)Pacific East Limited(Note 1)_Public ShareholdersTotal	As at the date ofthis announcementNumber ofShares(%)177,793,94159.0516,450,8385.46106,863,28335.49301,108,062100.00	Assuming full conversionof the ConvertiblePreference Sharesat the initialCPS Conversion Price(Note 2)Number ofshares(%)301,323,34170.9616,450,8383.87106,863,28325.17424,637,462100.00	Assuming full conversionof (x) the ConvertiblePreference Sharesat the initialCPS Conversion Priceand (y) the ConvertibleBond at the initialCB Conversion Price(Note 2)Number ofshares(%)476,028,49579.4316,450,8382.74106,863,28317.83599,342,616100.00	Assuming full conversionof (x) the ConvertiblePreference Sharesat the initialCPS Conversion Priceand (y) the ConvertibleBond at the initialCB Conversion Price(Note 2)Number ofshares(%)476,028,49579.4316,450,8382.74106,863,28317.83599,342,616100.00
				100.00

Notes:

1 DGM Trust Corporation as trustee of The City Place Trust is the sole shareholder of the Subscriber and Pacific East Limited. For more information, please refer to the section headed “INFORMATION OF THE SUBSCRIBER” in the Circular.

– 2 –

• 2 This column is for illustration purpose only as the terms of each of the Convertible Preference Shares and the Convertible Bond provide that no conversion shall take place if (i) to the extent that following such exercise, the relevant holder and parties acting in concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued share capital of the Company or otherwise trigger a mandatory offer obligation under Rule 26 of the Code on Takeovers and Mergers; or (ii) immediately after such conversion, the public float of the Shares falls below the minimum public float requirements stipulated under the GEM Listing Rules or as required by the Stock Exchange.

By order of the Board of abc Multiactive Limited Joseph Chi Ho HUI Chairman

Hong Kong, 22 November 2018

As at the date of this announcement, the executive Directors are Mr. Joseph Chi Ho HUI and Ms. Clara Hiu Ling LAM; and the independent non-executive Directors are Mr. Kwong Sang LIU, Mr. Edwin Kim Ho WONG and Mr. William Keith JACOBSEN.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least seven days from the day of its publication and on the Company’s website at www.hklistco.com.

• For identification purposes only

– 3 –