CMON Limited — Interim / Quarterly Report 2019

Dec 17, 2019

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.

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CMON LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code on Main Board: 1792)

(Former Stock Code on GEM: 8278)

CLARIFICATION ANNOUNCEMENT

References are made to the announcement of CMON Limited (the ‘‘Company’’) dated 11 November 2019 (the ‘‘Transfer Announcement’’) in relation to the transfer of listing of the Shares from GEM to Main Board (the ‘‘Transfer of Listing’’), the third quarterly results announcement of the Company dated 14 November 2019 (the ‘‘Third Quarterly Results Announcement’’) and the third quarterly report of the Company dated 14 November 2019 (the ‘‘Third Quarterly Report’’). Unless otherwise defined, capitalised terms used in this announcement has the same meaning as those defined in the Transfer Announcement, the Third Quarterly Results Announcement and the Third Quarterly Report (as the case may be).

TRANSFER ANNOUNCEMENT

The Company would like to clarify an inadvertent error contained in the Transfer Announcement as follows:

In the shareholding table under the section headed ‘‘Shareholding Structure of the Company and Public Float’’ on page 5 of the Transfer Announcement, as at the date of the Transfer Announcement, (i) the number of Shares and the shareholding percentage held by Magumaki Limited should be ‘‘112,143,076’’ and ‘‘6.21%’’ respectively instead of ‘‘116,033,076’’ and ‘‘6.42%’’ respectively as disclosed; and (ii) the number of Shares and the shareholding percentage held by other Shareholders under the category ‘‘Public Shareholders’’ should be ‘‘500,939,614’’ and ‘‘27.73%’’ respectively instead of

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‘‘497,049,614’’ and ‘‘27.52%’’ respectively. Accordingly, the shareholding table on page 5 of the Transfer Announcement (referred to as ‘‘this announcement’’ in the table and notes below), together with the corresponding notes, should read as follows:

ShareholdersNon-public ShareholdersCA SPV (Note 2)DD SPV (Note 2)Magic Carpet Pre-IPO Fund(Note 3)Sub-totalPublic ShareholdersMagumaki Limited (Note 4)Other ShareholdersSub-totalTotal	As at the date of ListingNo. of Shares(Note 1)Approximate%609,173,65433.73%261,074,42414.45%322,669,23217.87%1,192,917,31066.05%116,033,0766.42%497,049,61427.52%613,082,69033.94%1,806,000,000100.00%	As at the date of thisannouncementNo. of Shares(Note 1)Approximate%609,173,65433.73%261,074,42414.45%322,669,23217.87%1,192,917,31066.05%112,143,0766.21%500,939,61427.73%613,082,69033.94%1,806,000,000100.00%	As at the date of thisannouncementNo. of Shares(Note 1)Approximate%609,173,65433.73%261,074,42414.45%322,669,23217.87%1,192,917,31066.05%112,143,0766.21%500,939,61427.73%613,082,69033.94%1,806,000,000100.00%
			66.05%6.21%27.73%
			33.94%100.00%

Notes:

1. This column represents the actual number of Shares registered under the name of the respective Shareholders and does not include any deemed interests in the Shares and underlying Shares by virtue of the SFO.

2. The issued share capital of CA SPV is wholly-owned by Mr. Ng, an executive Director and the sole director of CA SPV. The issued share capital of DD SPV is wholly-owned by Mr. Doust, an executive Director and the sole director of DD SPV. Pursuant to the Acting-in-Concert Arrangement, Mr. Ng and Mr. Doust are deemed to be interested in the Shares and underlying Shares held by CA SPV, DD SPV and each other by virtue of the SFO. As at the date of this announcement, CA SPV and DD SPV are beneficially interested in 609,173,654 Shares and 261,074,424 Shares, respectively, and each of Mr. Ng and Mr. Doust is beneficially interested in 15,500,000 share options of the Company.

3. Magic Carpet Pre-IPO Fund is a private equity investment fund managed by Quantum Asset Management Pte. Ltd. (‘‘Quantum Asset’’) on a discretionary basis. Quantum Asset holds the only issued ordinary share of Magic Carpet Pre-IPO Fund and the preference shares in the capital of Magic Carpet Pre-IPO Fund are held by investors. Mr. Chua, a non-executive Director, beneficially owns approximately 99.99% of the issued share capital of Quantum Asset and is therefore deemed to be interested in the Shares held by Quantum Asset by virtue of the SFO. Mr. Chua is a director of Magic Carpet Pre-IPO Fund and is beneficially interested in 5,580,000 share options of the Company.

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1. The issued share capital of Magumaki Limited is wholly-owned by Mr. David Preti, a senior management of the Group. Therefore, Mr. Preti is deemed to be interested in the Shares held by Magumaki Limited by virtue of the SFO. As at the date of this announcement, Mr. Preti is beneficially interested in 15,500,000 share options of the Company.

2. Certain percentage figures included in this table are subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

THIRD QUARTERLY RESULTS ANNOUNCEMENT

The Company would like to clarify an inadvertent error contained in the Third Quarterly Results Announcement as follows:

Under the section headed ‘‘Substantial Shareholders’ Interests and Short Position in Shares and Underlying Shares’’ on page 17 of the Third Quarterly Results Announcement, (i) the total number of Shares interested and the approximate percentage of shareholding in the Company held by David Preti as at 30 September 2019 should be ‘‘128,723,076’’ and ‘‘7.13%’’ respectively instead of ‘‘131,533,076’’ and ‘‘7.28%’’ respectively as disclosed in the Third Quarterly Results Announcement; and (ii) the total number of Shares interested and the approximate percentage of shareholding in the Company held by Magumaki Limited as at 30 September 2019 should be ‘‘113,223,076’’ and ‘‘6.27%’’ respectively instead of ‘‘116,033,076’’ and ‘‘6.42%’’ respectively as disclosed in the Third Quarterly Results Announcement. Accordingly, the table on page 17 of the Third Quarterly Results Announcement, together with the corresponding notes, should read as follows:

				Approximate
				Percentage of
	Capacity/	Total Number of	Long/Short	Shareholding in
Name	Nature of Interest	Shares Interested	Position	the Company
				(%)
CA SPV(1)	Beneficial owner/interest	901,248,078	Long	49.90
	of a party to an
	agreement
DD SPV(1)	Beneficial owner/interest	901,248,078	Long	49.90
	of a party to an
	agreement
Quantum Asset(2)	Interest in controlled	322,669,232	Long	17.87
	corporation
Magic Carpet(2)	Beneficial owner	322,669,232	Long	17.87
David Preti(3)	Interest in controlled	128,723,076	Long	7.13
(‘‘Mr. Preti’’)	corporation/beneficial
	owner
Magumaki Limited(3)	Beneficial owner	113,223,076	Long	6.27
(‘‘DP SPV’’)

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Notes:

1. The issued share capital of CA SPV is wholly owned by Mr. Ng, and the issued share capital of DD SPV is wholly owned by Mr. Doust. Pursuant to the acting-in-concert arrangement, Mr. Ng and Mr. Doust are deemed to be interested in the Shares held by CA SPV and DD SPV. Mr. Ng is an executive Director and the sole director of CA SPV. Mr. Doust is an executive Director and the sole director of DD SPV. As at 30 September 2019, CA SPV was beneficially interested in 609,173,654 Shares; DD SPV was beneficially interested in 261,074,424 Shares; and each of Mr. Ng and Mr. Doust was beneficially interested in 15,500,000 Share Options.

2. Magic Carpet is a private equity investment fund managed by Quantum Asset on a fully discretionary basis. Quantum Asset holds the only issued ordinary share of Magic Carpet and the preference shares in the capital of Magic Carpet are held by high net worth investors. Mr. Chua, our non-executive Director, beneficially owns approximately 99.99% of the issued share capital of Quantum Asset and is therefore deemed to be interested in the Shares held by Quantum Asset by virtue of the SFO. Mr. Chua is a director of Magic Carpet.

3. The issued share capital of DP SPV is wholly owned by Mr. Preti. Therefore, Mr. Preti is deemed to be interested in the Shares held by DP SPV by virtue of the SFO. As at 30 September 2019, Mr. Preti was beneficially interested in 15,500,000 Share Options.

THIRD QUARTERLY REPORT

The Company would like to clarify an inadvertent error contained in the Third Quarterly Report as follows:

Under the section headed ‘‘Substantial Shareholders’ Interests and Short Position in Shares and Underlying Shares’’ on page 21 of the Third Quarterly Report, (i) the total number of Shares interested and the approximate percentage of shareholding in the Company held by David Preti as at 30 September 2019 should be ‘‘128,723,076’’ and ‘‘7.13%’’ respectively instead of ‘‘131,533,076’’ and ‘‘7.28%’’ respectively as disclosed in the Third Quarterly Report; and (ii) the total number of Shares interested and the approximate percentage of shareholding in the Company held by Magumaki Limited as at 30 September 2019 should be ‘‘113,223,076’’ and ‘‘6.27%’’ respectively instead of

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‘‘116,033,076’’ and ‘‘6.42%’’ respectively as disclosed in the Third Quarterly Report. Accordingly, the table on page 21 of the Third Quarterly Report, together with the corresponding notes, should read as follows:

	ordingly, the table on page 21 of the Third Quarterly	Report, together with the	Report, together with the
	esponding notes, should read as follows:
NameCapacity/Nature ofInterestTotal Number ofShares InterestedLong/ShortPositionApproximatePercentage ofShareholding inthe Company(%)CA SPV(1)Beneficial owner/interestof a party to anagreement901,248,078Long49.90DD SPV(1)Beneficial owner/interestof a party to anagreement901,248,078Long49.90Quantum Asset(2)Interest in controlledcorporation322,669,232Long17.87Magic Carpet(2)Beneficial owner322,669,232Long17.87David Preti(3)(‘‘Mr. Preti’’)Interest in controlledcorporation/beneficialowner128,723,076Long7.13Magumaki Limited(3)(‘‘DP SPV’’)Beneficial owner113,223,076Long6.27	Capacity/Nature ofInterestTotal Number ofShares InterestedPV(1)Beneficialowner/interest901248078	Long/ShortPositionSLon	ApproximatePercentage ofhareholding inthe Company
			(%)4990
	agreementtum Asset(2)Interest in controlledcorporation322,669,232Long17.87c Carpet(2)Beneficial owner322,669,232Long17.87d Preti(3)Mr. Preti’’)Interest in controlledcorporation/beneficialowner128,723,076Long7.13umaki Limited(3)P SPV’’)Beneficial owner113,223,076Long6.27
	s:

Notes:

1. The issued share capital of CA SPV is wholly owned by Mr. Ng, and the issued share capital of DD SPV is wholly owned by Mr. Doust. Pursuant to the acting-in-concert arrangement, Mr. Ng and Mr. Doust are deemed to be interested in the Shares held by CA SPV and DD SPV. Mr. Ng is an executive Director and the sole director of CA SPV. Mr. Doust is an executive Director and the sole director of DD SPV. As at 30 September 2019, CA SPV was beneficially interested in 609,173,654 Shares; DD SPV was beneficially interested in 261,074,424 Shares; and each of Mr. Ng and Mr. Doust was beneficially interested in 15,500,000 Share Options.

2. Magic Carpet is a private equity investment fund managed by Quantum Asset on a fully discretionary basis. Quantum Asset holds the only issued ordinary share of Magic Carpet and the preference shares in the capital of Magic Carpet are held by high net worth investors. Mr. Chua, our non-executive Director, beneficially owns approximately 99.99% of the issued share capital of Quantum Asset and is therefore deemed to be interested in the Shares held by Quantum Asset by virtue of the SFO. Mr. Chua is a director of Magic Carpet.

3. The issued share capital of DP SPV is wholly owned by Mr. Preti. Therefore, Mr. Preti is deemed to be interested in the Shares held by DP SPV by virtue of the SFO. As at 30 September 2019, Mr. Preti was beneficially interested in 15,500,000 Share Options.

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Save as disclosed above, all other information in the Transfer Announcement, the Third Quarterly Results Announcement and the Third Quarterly Report shall remain unchanged.

By order of the Board CMON LIMITED Ng Chern Ann

Chairman, Chief Executive Officer and Executive Director

Singapore, 17 December 2019

As at the date of this announcement, the executive Directors are Mr. Ng Chern Ann, Mr. David Doust and Mr. Koh Zheng Kai; the non-executive Director is Mr. Frederick Chua Oon Kian; and the independent non-executive Directors are Mr. Chong Pheng, Mr. Tan Lip-Keat and Mr. Seow Chow Loong Iain.

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