CA Cultural Technology Group Limited — Capital/Financing Update 2016

Sep 7, 2016

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 any securities.

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China Animation Characters Company Limited 華夏動漫形象有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01566)

COMPLETION OF TOP-UP SUBSCRIPTION OF 15,000,000 NEW SHARES

The Board is pleased to announce that the Top-up Subscription took place on 5 September 2016. The Company received net proceeds of approximately HK$51.9 million from the Top-up Subscription, which will be used for the proposed investment in the animationrelated entertainment business operated by an international group (if materialised) disclosed in the announcement of the Company dated 10 August 2016 and general working capital of the Group.

Reference is made to the announcement of the Company dated 24 August 2016 (the “ Previous Announcement ”), 30 August 2016 and 1 September 2016 respectively. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Previous Announcement.

COMPLETION OF THE TOP-UP SUBSCRIPTION OF 15,000,000 NEW SHARES

The Board is pleased to announce that the Top-up Subscription took place on 7 September 2016 whereby 15,000,000 new Shares (representing approximately 1.72% of the issued share capital of the Company as enlarged by the issue of the 15,000,000 Top-up Subscription Shares) were allotted and issued to Bright Rise by the Company at HK$3.60 per Top-up Subscription Share.

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The Company received net proceeds of approximately HK$51.9 million from the Topup Subscription, which will be used for the proposed investment in the animation-related entertainment business operated by an international group (if materialised) disclosed in the announcement of the Company dated 10 August 2016 and general working capital of the Group.

CHANGES ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The following table illustrates the shareholding structure of the Company (i) immediately before completion of the Placing and the Top-up Subscription; and (ii) immediately after completion of the Placing and the Top-up Subscription:

Name of ShareholdersBright Rise_(Note 1)Dragon Year Group LimitedFortress Strength Limited(Note 2)Bonville Glory Limited(Note 3)Shinichiro IKEDA(Note 4)_East Jumbo Development LimitedParties acting in concert (Note 5)Public ShareholdersThe PlaceesTotalNotes:	Approximate shareholdingimmediately before completionof the Placing and theTop-up SubscriptionNumber ofShares%359,166,00041.8550,280,0005.8616,092,0001.8812,900,0001.5012,000,0001.4029,658,0003.46480,096,00055.95378,120,00044.05––858,216,000100.00	Approximate shareholdingimmediately after completionof the Placing andthe Top-up SubscriptionNumber ofShares%359,166,00041.1350,280,0005.7616,092,0001.8412,900,0001.4812,000,0001.3729,658,0003.40480,096,00054.98378,120,00043.3015,000,0001.72873,216,000100.00	Approximate shareholdingimmediately after completionof the Placing andthe Top-up SubscriptionNumber ofShares%359,166,00041.1350,280,0005.7616,092,0001.8412,900,0001.4812,000,0001.3729,658,0003.40480,096,00054.98378,120,00043.3015,000,0001.72873,216,000100.00
			54.9843.301.72
			100.00

1. All the issued share capital of Bright Rise is held by Newgate (PTC) Limited. Newgate (PTC) Limited is the trustee of The Fortune Trust, a trust created in the Cayman Islands by Mr. ZHUANG, of which beneficiaries include Mr. ZHUANG and his family members. Mr. ZHUANG is an executive Director.

2. Fortress Strength Limited is wholly owned by the spouse of Mr. ZHUANG.

3. Bonville Glory Limited is wholly owned by Mr. TING Ka Fai Jeffrey, an executive Director.

4. Mr. Shinichiro IKEDA is the honourable chairman of the Group.

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1. Bright Rise, Dragon Year Group Limited, Fortress Strength Limited, Bonville Glory Limited, Shinichiro IKEDA and East Jumbo Development Limited are parties acting in concert (as defined in the Takeovers Code) by virtue of a concert party agreement dated 25 November 2014 entered into among them. All of them are Controlling Shareholders.

By order of the Board China Animation Characters Company Limited ZHUANG Xiangsong Executive Director and Chief Executive Officer

Hong Kong, 7 September 2016

As of the date of this announcement, the executive Directors are Mr. ZHUANG Xiangsong, Mr. TING Ka Fai Jeffrey and Ms. LIU Moxiang, and the independent non-executive Directors are Mr. NI Zhenliang, Mr. TSANG Wah Kwong and Mr. HUNG Muk Ming.

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