abc Multiactive Limited — Regulatory Filings 2021

Aug 19, 2021

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THE STOCK EXCHANGE OF HONG KONG LIMITED (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

APPENDIX 5

FORMS RELATING TO LISTING

FORM F

GEM

COMPANY INFORMATION SHEET

Case Number:

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this information sheet, 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 information sheet.

Company name: abc Multiactive Limited

Stock code (ordinary shares): 8131

This information sheet contains certain particulars concerning the above company (the “Company”) which is listed on GEM of The Stock Exchange of Hong Kong Limited (the “Exchange”). These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”). They will be displayed at the GEM website on the internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities.

The information in this sheet was updated as of 19 August 2021

A. General

Place of incorporation: Bermuda Date of initial listing on GEM: 31st January, 2001 Name of Sponsor(s): BNP Paribas Peregrine Names of directors: Executive directors: (please distinguish the status of the directors Mr. Joseph Chi Ho HUI - Executive, Non-Executive or Independent Ms. Clara Hiu Ling LAM Non-Executive)

Independent non-executive directors: Mr. Kwong Sang LIU Mr. Edwin Kim Ho WONG Mr. William Keith JACOBSEN

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THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

Name(s) of substantial shareholder(s): (as such term is defined in rule 1.01 of the GEM Listing Rules) and their respective interests in the ordinary shares and other securities of the Company

Name	Attributablenumber of shares	Effectivepercentage ofshareholding
Maximizer International	339,499,095	71.35%
Limited_(Note (1))_
Pacific East Limited	16,450,838	3.46%
DGM Trust Corporation	355,949,933	74.81%
(Note (2))

Notes:

• (1) Maximizer International Limited owns 123,529,400 convertible preference shares (details are set out in Section E below).

• (2) DGM Trust Corporation is the trustee of The City Place Trust which wholly owns Maximizer International Limited, which holds 71.35% interest in the Company and wholly owns Pacific East Limited, which holds 3.46% interest in the Company. The City Place Trust is a discretionary trust and its beneficiaries include certain family members of Mr. Kau Mo Hui, but does not include Mr. Joseph Chi Ho Hui or Ms. Clara Hiu Ling Lam or any of their respective spouses or minor child. Mr. Kau Mo Hui is the father of Mr. Joseph Chi Ho Hui, an executive director of the Company and Mr. Samson Chi Yang Hui, the chief executive officer of the Company. Mr. Kau Mo Hui is also the father-in-law of Ms. Clara Hiu Ling Lam, an executive director of the Company.

Name(s) of company(ies) listed on GEM or Nil the Main Board of the Stock Exchange within the same group as the Company:

Financial year end date: 30th November Registered address: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda Head office and principal place of business: 23/F, On Hing Building, No.1 On Hing Terrace, Central, Hong Kong Web-site address (if applicable): www.abcmultiactive.com Share registrar: MUFG Fund Services (Bermuda) Limited Tricor Abacus Limited Auditors: HLB Hodgson Impey Cheng Limited

B. Business activities

The principal activity of the Company is investment holding. The principal activities of its subsidiaries are design and sales of computer software licenses; computer software licenses leasing and provision of related services; provision of maintenance services; sales of computer hardware and related products; provision of fintech resources services; and overseas mortgage loan consultancy services.

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THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

C. Ordinary shares

Number of ordinary shares in issue: 475,813,216

Par value of ordinary shares in issue: HK$0.1 Board lot size (in number of shares): 10,000 Name of other stock exchange(s) on N/A which ordinary shares are also listed:

D. Warrants

Stock code: N/A Board lot size: N/A Expiry date: N/A Exercise price: N/A Conversion ratio: N/A (Not applicable if the warrant is denominated in dollar value of conversion right) No. of warrants outstanding: N/A No. of shares falling to be issued upon N/A the exercise of outstanding warrants:

E. Other securities

All share options of the Company granted were expired on 27 May 2011 and the Company did not adopt any new share option scheme.

Convertible Preference Shares

On 22 November 2018, pursuant to the conditional subscription agreement (the “ Subscription Agreement ”) dated 28 August 2018 (as supplemented and amended by a supplemental agreement dated 10 October 2018) entered into between the Company and Maximizer International Limited (the “ Subscriber ”), 123,529,400 convertible preference shares (the “ Convertible Preference Shares ” and each a “ Convertible Preference Share ”) were issued by the Company to the Subscriber. Based on the initial conversion price of HK$0.17 per new ordinary share upon the exercise of the conversion rights attaching to each the Convertible Preference Share, a maximum number of 123,529,400 new ordinary shares shall be allotted and issued upon full exercise of the conversion rights attaching to the Convertible Preference Shares.

Convertible Bond

On 22 November 2018, pursuant to the Subscription Agreement, five-year unlisted convertible bond with nil interest rate in the principal amount of HK$29,699,876.20 (the “ Convertible Bond ”) was issued by the Company to the Subscriber. Based on the initial conversion price of HK$0.17 per new ordinary share upon the exercise of the conversion rights attaching to the Convertible Bond, a maximum number of 174,705,154 new ordinary shares shall be allotted and issued upon full exercise of the conversion rights attaching to the Convertible Bond. On 18 August 2021, the conversion rights attaching to the Convertible Bond in the principal amount of HK$29,699,876.20 were fully exercised and the Company allotted and issued an aggregate of 174,705,154 new ordinary shares to the Subscriber.

If there are any debt securities in issue that are guaranteed, please indicate name of guarantor.

N/A

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THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

Responsibility statement

The directors of the Company (the “Directors”) as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet (“the Information”) and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information is accurate and complete in all material respects and not misleading or deceptive and that there are no other matters the omission of which would make any Information inaccurate or misleading.

The Directors also collectively and individually accept full responsibility for submitting a revised information sheet, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.

The Directors acknowledge that the Stock Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information.

Submitted by: Cheung Siu Leong (Name) Title: Company Secretary (Director, secretary or other duly authorised officer)

NOTE

Pursuant to rule 17.52 of the GEM Listing Rules, the Company must submit to the Exchange (in the electronic format specified by the Exchange from time to time) for publication on the GEM website a revised information sheet as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.

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