Basetrophy Group Holdings Limited — Capital/Financing Update 2021

Nov 4, 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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.

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BASETROPHY GROUP HOLDINGS LIMITED 基地錦標集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8460)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing agent

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Gransing Securities Co., Limited

Reference is made to the announcements of Basetrophy Group Holdings Limited (the “ Company ”) dated 18 October 2021 and 22 October 2021 (the “ Announcements ”) in relation to the Placing. Unless defined otherwise, capitalized terms used herein shall have the same meanings as those defined in the Announcements.

COMPLETION OF THE PLACING

The Board is pleased to announce that the conditions of the Placing have been fulfilled and Completion took place on 4 November 2021. All the 100,000,000 Placing Shares have been successful placed by the Placing Agent to not less than six Placees at the Placing Price of HK$0.043 per Placing Share pursuant to the terms and conditions of the Placing Agreement, representing approximately 9.1% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares immediately upon completion of the Placing. The net proceeds from the Placing (after deduction of placing fee and other expenses of the Placing) amount to approximately HK$4,169,000, which will be utilised for operating funds purposes and for future investments of the Group as and when opportunities arise.

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To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placees and their respective ultimate beneficial owners are Independent Third Parties. None of the Placees has become a substantial Shareholder (as defined in the GEM Listing Rules) upon the completion of the Placing.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company immediately before and after completion of the Placing is as follows:

	Immediately before completion	Immediately before completion	Immediately after	completion of
	of the	Placing	the Placing
	Number of	Approximate	Number of	Approximate
	Shares	%	Shares	%
Substantial Shareholders:
Mr. Lau Chung Ho (“Mr. Lau”)	510,000,000	51.00	510,000,000	46.36
Brightly Head Limited (Note)	510,000,000	51.00	510,000,000	46.36
Public Shareholders:
The Placee(s)	—	—	100,000,000	9.09
Other Shareholders	490,000,000	49.00	490,000,000	44.55
Total	1,000,000,000	100.00	1,100,000,000	100.00

Note: The entire issued share capital of Brightly Ahead Limited is legal and beneficially owned by Mr. Lau, who is deemed to be interest in all the Shares held by Brightly Ahead Limited by virtue of the SFO.

By order of the Board Basetrophy Group Holdings Limited Lau Chung Ho Executive Director

Hong Kong, 4 November 2021

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As at the date of this announcement, the Board comprises Mr. Lau Chung Ho, Mr. Leung Yat Fai Frankie Keith and Ms. Fong Pui Yin Vivian as executive Directors; and Mr. Ng Ki Man, Mr. Iu Tak Meng Teddy and Mr. Lam Chee-yau Timothy as independent nonexecutive Directors.

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 website of the Stock Exchange at www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and will be published on the Company’s website at www.wbgroupfw.com.hk.

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