Chi Ho Development Holdings Limited — Capital/Financing Update 2017

Feb 28, 2017

Unless otherwise defined, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus of Chi Ho Development Holdings Limited (the ‘‘Company’’) dated 28 February 2017 (the ‘‘Prospectus’’).

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.

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

CHI HO DEVELOPMENT HOLDINGS LIMITED 潪 㵆 發 展 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability)

LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED PUBLIC OFFER

Number of Offer Shares : 267,000,000 Shares (comprising 200,000,000 New Shares and 67,000,000 Sale Shares) Offer Price : Not more than HK$0.35 per Offer Share and expected to be no less than HK$0.25 per Offer Share, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full upon application in Hong Kong dollars and subject to refund) Nominal value : HK$0.01 per Share Stock code : 8423

Sole Sponsor

Joint Lead Managers

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UPBEST SECURITIES COMPANY LIMITED
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The Public Offer comprises of 267,000,000 Shares, representing 100% of the total Offer Shares.

Application has been made by the Company through its Sole Sponsor, Alliance Capital Partners Limited, which is located at Room 1502–1503A, Wing On House, 71 Des Voeux Road Central, Central, Hong Kong, to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Public Offer, the Capitalisation Issue and upon the exercise of any options which may be granted under the Share Option Scheme. Subject to the granting of the listing of, and permission to deal in, the Shares on GEM as mentioned in the Prospectus and 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 on any other date as 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.

The Offer Price per Offer Share will not be more than HK$0.35 and is expected to be not less than HK$0.25. The Offer Price is expected to be fixed by the Price Determination Agreement between the Joint Lead Managers (for themselves and on behalf of the Underwriters) and the Company (for itself and on behalf of the Selling Shareholders) on the Price Determination Date. The Price Determination Date is scheduled to be on or about Tuesday, 7 March 2017 and, in any event, not later than Wednesday, 8 March 2017. If, for any reason, the Joint Lead Managers (for themselves and on behalf of the Underwriters) and the Company (for itself and on behalf of the Selling Shareholders) are unable to reach an agreement on the Offer Price by Wednesday, 8 March 2017, the Public Offer will not become unconditional and will lapse.

Applicants for the Offer Shares are required to pay, on application, the maximum Offer Price of HK$0.35 per Share together with brokerage fee of 1%, the SFC transaction levy of 0.0027% and the Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$0.35 per Offer Share.

The Public Offer is conditional upon the fulfillment of the conditions as set out in the subsection headed ‘‘Structure and Conditions of the Public Offer — Conditions of the Public Offer’’ in the Prospectus. If such conditions are not fulfilled (or, where applicable, waived) in accordance with the terms and conditions of the Underwriting Agreement on or before the dates and times as specified therein, the Public Offer will lapse and thereafter, all money received will be refunded to applicants without interest and the Stock Exchange will be notified immediately. Notice of the lapse of the Public Offer will be published by the Company on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.chdev.com.hk on the next Business Day immediately following the date of such lapse.

Prospective investors should note that the Joint Lead Managers (for themselves and on behalf of the Underwriters) are entitled to terminate their obligations under the Underwriting Agreement by giving notice in writing to the Company upon the occurrence of any of the events set out in the sub-section headed ‘‘Underwriting — Underwriting Arrangements and Expenses — Grounds for termination’’ in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, i.e. Monday, 13 March 2017.

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Applications for the 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 to have the allotted Offer Shares registered in their own names should either (i) complete and sign the WHITE Application Forms or (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who would like to have the allotted Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in 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 Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 28 February 2017, until 12:00 noon on Friday, 3 March 2017 from:

• (1) the following offices of the Underwriters:

Underwriters	Address
Alliance Capital Partners Limited	Room 1502–1503A
	Wing On House
	71 Des Voeux Road Central
	Central
	Hong Kong
Harvest Securities Limited	Unit 2301, 23/F
	Far East Consortium Building
	121 Des Voeux Road Central
	Hong Kong
Hong Kong International Securities Limited	23/F Arion Commercial Centre
	2–12 Queen’s Road West
	Hong Kong
Ping An Securities Limited	Unit 02, 2/F, China Merchants Building
	152–155 Connaught Road Central
	Hong Kong
Upbest Securities Company Limited	2/F Wah Kit Commercial Centre
	302 Des Voeux Road Central
	Hong Kong

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• (2) any of the following branches of Bank of China (Hong Kong) Limited, the receiving bank for the Public Offer:

District	Branch Name	Address
Hong Kong Island	Bank of China Tower	3/F, 1 Garden Road
	Branch
	United Centre Branch	Shop 1021, United Centre, 95 Queensway
Kowloon	Jordan Road Branch	1/F, Sino Cheer Plaza, 23–29 Jordan Road
	Tseung Kwan O Plaza	Shop 112–125, Level 1, Tseung Kwan O
	Branch	Plaza, Tseung Kwan O
New Territories	Ma On Shan Plaza	Shop 2103, Level 2, Ma On Shan Plaza,
	Branch	Sai Sha Road, Ma On Shan
	Fo Tan Branch	No. 2, 1/F Shatin Galleria, 18–24 Shan
		Mei Street, Fo Tan

Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Tuesday, 28 February 2017 until 12:00 noon on Friday, 3 March 2017 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker.

Time for Lodging Application Forms

Your completed WHITE or YELLOW Application Form, together with a cheque or a banker’s cashier order attached and marked payable to ‘‘BANK OF CHINA (HONG KONG) NOMINEES LIMITED — CHI HO DEVELOPMENT 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 times:

Tuesday, 28 February 2017	—	9:00 a.m. to 5:00 p.m.
Wednesday, 1 March 2017	—	9:00 a.m. to 5:00 p.m.
Thursday, 2 March 2017	—	9:00 a.m. to 5:00 p.m.
Friday, 3 March 2017	—	9:00 a.m. to 12:00 noon

The latest time for lodging your application is 12:00 noon on Friday, 3 March 2017. The application lists will be open from 11:45 a.m. to 12:00 noon on the same date, the last application day or such later time as described in the paragraph headed ‘‘How to Apply for the Offer Shares — 10. Effect of Bad Weather on the Opening and Closing of the Applications Lists’’ in the Prospectus.

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Applicants applying by HK eIPO White Form service may submit applications through the HK eIPO White Form service at www.hkeipo.hk from 9:00 a.m. on Tuesday, 28 February 2017 until 11:30 a.m. on Friday, 3 March 2017 or such later time as described in the section ‘‘How to Apply for the Offer Shares — 10. Effect of Bad Weather on the Opening and Closing of the Application Lists’’ in the Prospectus (24 hours daily, except on the last day for applications).

CCASS Participants can input electronic application instructions from 9:00 a.m. on Tuesday, 28 February 2017 until 12:00 noon on Friday, 3 March 2017 or such later time as described in the section ‘‘How to Apply for the Offer Shares — 10. Effect of Bad Weather on the Opening and Closing of the Application Lists’’ in the Prospectus.

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

The Company expects to announce the Offer Price, the level of applications in the Public Offer and the basis of allocation of the Offer Shares under the Public Offer on Friday, 10 March 2017 on the website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.chdev.com.hk. The results of allocations of the Public Offer, with the successful applicants’ identification document numbers if applicable, under the Public Offer will be made available through a variety of channels from Friday, 10 March 2017 in the manner described in the paragraph headed ‘‘How to Apply for the Offer Shares — 11. Publication of Results’’ in the Prospectus.

Share certificates for the Offer Shares will only become valid documents of title when the Public Offer has become unconditional in all respects and the right of termination described in the section ‘‘Underwriting’’ in the Prospectus has not been exercised prior to 8:00 a.m. (Hong Kong time) on the Listing Date. No temporary documents of title will be issued by the Company. No receipt will be issued for the subscription monies for the Offer Shares.

Assuming the Public Offer becomes unconditional at or before 8:00 a.m. in Hong Kong on Monday, 13 March 2017, dealings in the Shares on GEM are expected to commence at 9:00 a.m. on Monday, 13 March 2017. Shares will be traded in board lots of 10,000 Shares. The GEM stock code for the Shares is 8423.

By order of the Board of Chi Ho Development Holdings Limited Leung Ka Ho, Raymond Chairman

Hong Kong, 28 February 2017

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As at the date of this announcement, the executive Directors are Mr. Leung Ka Ho, Raymond and Mr. Ho Chi Kwan; and the independent non-executive Directors are Mr. Leung Hung Kwong, Derrick, Mr. Moy Yee Woo, Matthew and Mr. Yau Sze Yeung.

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, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; (ii) there are no other matters the omission of which would make any statement herein or this announcement misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement and a copy of the Prospectus will remain on the GEM website at www.hkgem.com and the Stock Exchange’s website at http://www.hkexnews.hk and in the case of this announcement, on the ‘‘Latest Company Announcements’’ page for at least 7 days from the date of its posting. This announcement and a copy of the Prospectus will also be published on the Company’s website at www.chdev.com.hk.

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