BHCC Holding Limited — Capital/Financing Update 2017

Aug 29, 2017

Unless otherwise defined, capitalised terms and expressions used in this announcement shall have the same meanings as those defined in the prospectus dated 29 August 2017 (the ‘‘Prospectus’’) issued by BHCC Holding Limited (the ‘‘Company’’).

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any Shares or other securities of the Company. Potential investors should read the Prospectus for detailed information about the Company and the Share Offer described below before deciding whether or not to invest in the Offer Shares.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and Hong Kong Securities Clearing Company Limited (‘‘HKSCC’’) 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.

BHCC Holding Limited

(Incorporated in the Cayman Islands with limited liability)

SHARE OFFER

Number of Offer Shares : 200,000,000 Shares Number of Public Offer Shares : 20,000,000 Shares (subject to reallocation) Number of Placing Shares : 180,000,000 Shares (subject to reallocation) Offer Price : Not more than HK$0.60 per Offer Share and not less than HK$0.45 per Offer Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.01 per Share Stock code : 1552

Sole Sponsor

Vinco Capital Limited

(A wholly-owned subsidiary of Vinco Financial Group Limited)

Joint Bookrunners and Joint Lead Managers Joint Lead Manager Vinco Capital Limited

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Application has been made by the Company to the Listing Committee for the listing of, and permission to deal in, the Shares in issue and to be issued as described in the Prospectus pursuant to the Capitalisation Issue and the Share Offer (including the additional new Shares which may be allotted and issued pursuant to any options which may be granted under the Share Option Scheme). Assuming that the Share Offer becomes unconditional at or before 8: 00 a.m. (Hong Kong time) on Tuesday, 12 September 2017, dealings in the Shares on the Stock Exchange are expected to commence at 9: 00 a.m. on Tuesday, 12 September 2017.

The Share Offer comprises the Placing and the Public Offer. The Share Offer is an offer of initially 20,000,000 Public Offer Shares (subject to reallocation), representing 10% of the total number of Offer Shares initially being offered to the public in Hong Kong under the Share Offer and initially 180,000,000 Placing Shares (subject to reallocation), representing 90% of the total number of Offer Shares initially available for institutional, professional and other investors under the Share Offer, in each case at the Offer Price. The allocation of the Offer Shares between the Placing and the Public Offer will be subject to reallocation, as described in the section headed ‘‘Structure and conditions of the Share Offer’’ of the Prospectus.

The Offer Shares are fully underwritten by the Underwriters pursuant to the Underwriting Agreements. Prospective investors of the Offer Shares should note that the Joint Lead Managers (for themselves and on behalf of the Underwriters) are entitled, in their sole and absolute discretion, to terminate the Underwriters’ obligations under the Underwriting Agreements by notice in writing to the Company, upon the occurrence of any of the events set forth under section headed ‘‘Underwriting — Public Offer underwriting arrangements — Grounds for termination’’ of the Prospectus at any time prior to 8: 00 a.m. (Hong Kong time) on the Listing Date.

The Offer Price will be not more than HK$0.60 per Offer Share and not less than HK$0.45 per Offer Share, unless otherwise announced. Applicants under the Public Offer must pay the maximum Offer Price of HK$0.60 per Public Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% in full on application for Shares under the terms set out in the Application Forms.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is lower than the maximum Offer Price of HK$0.60 per Offer Share, appropriate refund payments (including the brokerage, SFC transaction levy and the Stock Exchange trading fee attributable to the excess application monies) will be made to applicants without interest. Further details are set out in the section headed ‘‘How to apply for Public Offer Shares — 12. Refund of application monies’’ of the Prospectus.

If, for any reason, the Offer Price is not agreed between the Company and the Joint Lead Managers (for themselves and on behalf of the Underwriters) at or before 5: 00 p.m. on Friday, 1 September 2017, the Share Offer will not become unconditional and will lapse. In the event that the conditions of the Share Offer as mentioned in the Prospectus are not fulfilled or waived (as the case may be) on or before such dates and times, the Share Offer will lapse and all monies received will be refunded to the applicants of the Share Offer without interest and the Stock Exchange will be notified immediately. If the Share Offer does not become unconditional or the Underwriting Agreements are terminated in accordance with their terms, the Company will make an announcement as soon as possible on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.bhcc.com.sg on the next business day following the date of such lapse.

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Subject to the granting of the approval for the listing of, and permission to deal in, the Shares on the Stock Exchange as well as the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or any other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS. Investors should seek the advise of their stockbrokers or other professional advisers for details of the settlement arrangement as such arrangements may affect their rights and interests.

Applications for Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the Application Forms.

Applicants who would like the Public Offer Shares to be allotted and issued in their own names should complete and sign the WHITE Application Forms. Applicants who would like the Public Offer Shares to be allotted and issued in the name of HKSCC Nominees and deposited directly into CCASS to be credited to their CCASS Investor Participants’ stock accounts or their designated CCASS Participants’ stock accounts maintained with CCASS should either (i) complete and sign the YELLOW Application Forms, or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9: 00 a.m. on Tuesday, 29 August 2017 until 12: 00 noon on Friday, 1 September 2017 or such later time as described in the section headed ‘‘How to apply for Public Offer Shares — 9. Effect of bad weather on the opening of the application lists’’ of the Prospectus at:

(a) any of the following address of the Public Offer Underwriters:

Head & Shoulders Securities Limited	Room 2511, 25/F,
	Cosco Tower
	183 Queen’s Road Central
	Hong Kong
Wealth Link Securities Limited	Unit B1, 5/F
	Guangdong Investment Tower
	148 Connaught Road Central
	Hong Kong
Vinco Capital Limited	Units 4909–4910, 49/F
	The Center
	99 Queen’s Road Central
	Hong Kong
ChaoShang Securities Limited	Room 4001–2, China Resources Building
	26 Harbour Road, Wanchai
	Hong Kong

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(b) or any of the following branches of DBS Bank (Hong Kong) Limited, the receiving bank for the Public Offer:

District	Branch name	Address
Hong Kong	United Centre Branch	Shops 1015–1018, 1/F & Shops 2032–2034,
Island		2/F, United Centre,
		95 Queensway, Admiralty
	North Point Branch	G/F, 391 King’s Road, North Point
	Aberdeen Branch	Shops A & B, G/F,
		Units A & B, 1/F,
		On Tai Building,
		1–3 Wu Nam Street, Aberdeen
Kowloon	Nathan Road	2/F, Wofoo Commercial Building,
	— SME Banking Centre	574–576 Nathan Road, Mongkok
	San Po Kong	Units 01 & 02, G/F,
	— SME Banking Centre	Winning Centre,
		29 Tai Yau Street,
		San Po Kong
	Kowloon Bay	Shop 6, G/F,
	— SME Banking Centre	Chevalier Commercial Centre,
		8 Wang Hoi Road,
		Kowloon Bay
	Mei Foo Branch	Shops N26A & N26B,
		Stage V,
		Mei Foo Sun Chuen,
		10 & 12 Nassau Street
New Territories	Tuen Mun Town Plaza	Shop 23, G/F.,
	— SME Banking Centre	Tuen Mun Town Plaza (II),
		3 Tuen Lung Street, Tuen Mun

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9: 00 a.m. on Tuesday, 29 August 2017 until 12: 00 noon on Friday, 1 September 2017 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker.

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The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or a banker’s cashier order attached and marked payable to ‘‘Ting Hong Nominees Limited — BHCC Public Offer’’ for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above, at the following dates and times:

Tuesday, 29 August 2017 — 9: 00 a.m. to 5: 00 p.m. Wednesday, 30 August 2017 — 9: 00 a.m. to 5: 00 p.m. Thursday, 31 August 2017 — 9: 00 a.m. to 5: 00 p.m. Friday, 1 September 2017 — 9: 00 a.m. to 12: 00 noon

The application lists will be open from 11: 45 a.m. to 12: 00 noon on Friday, 1 September 2017, the last application day or such later time as described in the section headed ‘‘How to apply for Public Offer Shares — 9. Effect of bad weather on the opening of the application lists’’ of the Prospectus.

CCASS Participants can input electronic application instructions from 9: 00 a.m. on Tuesday, 29 August 2017 until 12: 00 noon on Friday, 1 September 2017 or such later time as described in the section headed ‘‘How to apply for Public Offer Shares — 9. Effect of bad weather on the opening of the application lists’’ of the Prospectus.

If you are not a CCASS Investor Participant, you may instruct your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Public Offer Shares on your behalf.

You will be deemed to have authorised HKSCC and/or HKSCC Nominees to transfer the details of your application to the Company, the Sole Sponsor, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Branch Share Registrar.

Please refer to the sections headed ‘‘Structure and conditions of the Share Offer’’ and ‘‘How to apply for Public Offer Shares’’ of the Prospectus for details of the conditions and application procedures of the Public Offer.

The Company expects to announce the final Offer Price, the level of indication of interest in the Placing, the level of applications in the Public Offer and the basis of allocation of Public Offer Shares on Monday, 11 September 2017 on the Company’s website at www.bhcc.com.sg and the website of the Stock Exchange at www.hkexnews.hk.

Results of allocations in the Public Offer, including the Hong Kong identity card/passport/ Hong Kong business registration numbers (where applicable) of successful applicants and the number of Offer Shares successfully applied for under WHITE and YELLOW Application Forms or by giving electronic application instructions to HKSCC via CCASS will be made available through a variety of channels from Monday, 11 September 2017 as described in the section headed ‘‘How to apply for Public Offer Shares — 10. Publication of results’’ of the Prospectus.

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No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. Share certificates for the Offer Shares will only become valid documents of title at 8: 00 a.m. (Hong Kong time) on Tuesday, 12 September 2017 provided that (i) the Share Offer has become unconditional in all respects, and (ii) the right of termination as described in the section headed ‘‘Underwriting — Public Offer underwriting arrangements — Grounds for termination’’ of the Prospectus has not been exercised.

Assuming that the Share Offer becomes unconditional in all respects and the Underwriting Agreements are not terminated in accordance with the terms therein at or before 8: 00 a.m. (Hong Kong time) on Tuesday, 12 September 2017, it is expected that dealings in the Shares on the Stock Exchange will commence at 9: 00 a.m. on Tuesday, 12 September 2017. Shares will be traded in board lots of 5,000 Shares each. The stock code of the Shares is 1552.

By order of the Board BHCC Holding Limited Yang Xinping Chairman and Executive Director

Hong Kong, 29 August 2017

As at the date of this announcement, the Executive Directors are Mr. Yang Xinping and Ms. Han Yuying, and the Independent Non-executive Directors are Ms. Chan Bee Leng, Mr. Ooi Soo Liat and Ms. Li Xueling, Sharlene.

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