Confidence Intelligence Holdings Limited — Capital/Financing Update 2019

Sep 27, 2019

Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the prospectus dated 28 September 2019 (the ‘‘Prospectus’’) issued by Confidence Intelligence Holdings Limited (the ‘‘Company’’).

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 the Shares or other securities of the Company. Potential investors should read the Prospectus for detailed information about the Share Offer described below before deciding whether or not to invest in the Offer Shares thereby offered.

This announcement is not for release, publication, distribution, directly or indirectly in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer to sell, or a solicitation of an offer to buy, any securities of the Company in the United States or in any other jurisdictions or an invitation to engage in any investment activity with respect to securities or investment of any kind. The Offer Shares have not been, and will not be, registered under the applicable securities laws and regulations of the United States, and may not be offered or sold in the United States except in accordance with the applicable securities laws and regulations of the United States. There will not and is not currently intended to be any public offer of the Offer Shares in the United States.

In connection with the Share Offer, Head & Shoulders Securities Limited, as the stabilising manager (the ‘‘Stabilising Manager’’), its affiliates or any person acting for it, on behalf of the Underwriters, may, to the extent permitted by applicable laws of Hong Kong or elsewhere, over-allocate or effect transactions with a view to stabilising or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period beginning on the Listing Date and expected to end on Sunday, 3 November 2019, being the 30th day after the last day for lodging applications under the Public Offer. However, there is no obligation on the Stabilising Manager, its affiliates or any person acting for them to do this. Such stabilisation, if commenced, will be conducted at the sole and absolute discretion of the Stabilising Manager, its affiliates or any person acting for them and may be discontinued at any time. Any such stabilising activity is required to be brought to an end on Sunday, 3 November 2019, being the 30th day after the last day for lodging applications under the Public Offer. Such stabilisation action may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). The details of the intended stabilisation and how it will be regulated under the Securities and Futures Ordinance are set forth in the section headed ‘‘Structure and Conditions of the Share Offer’’ in the Prospectus.

No such stabilising action can be taken to support the price of the Shares for longer than the stabilisation period which is expected to begin on the Listing Date and to expire on Sunday, 3 November 2019, being the 30th day after the last day for lodging applications under the Public Offer. After this date, no further stabilising action may be taken, and demand for the Shares, and therefore the trading price of the Shares, could fall.

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CONFIDENCE INTELLIGENCE HOLDINGS LIMITED 信 懇 智 能 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

SHARE OFFER

• Number of Offer Shares : 62,500,000 Shares (subject to the Overallotment Option)

Number of Public Offer Shares : 6,250,000 Shares (subject to reallocation) Number of Placing Shares : 56,250,000 Shares (subject to reallocation and the Over-allotment Option)

• Offer Price : Not more than HK$2.50 per Offer Share and expected to be not less than HK$2.00 per Offer Share, plus brokerage 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 : 1967

Sole Sponsor

Joint Bookrunners and Joint Lead Managers

� ��� Head & Shoulders Securities

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Application has been made by the Company to the Stock Exchange for the granting of the approval for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Capitalisation Issue and Share Offer (including the Shares to be issued pursuant to the exercise of the Over-allotment Option and the exercise of the options which may be granted under the Share Option Scheme). Assuming that the Share Offer becomes unconditional at or before 8: 00 a.m. in Hong Kong on Friday, 18 October 2019, it is expected that dealings in the Shares on the Main Board will commence at 9: 00 a.m. on Friday, 18 October 2019. In the event that the Over-allotment Option is exercised, an announcement will be made by the Company on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.szxinken.com. The Shares will be traded in board lots of 2,000 Shares each.

The Share Offer comprises the Public Offer of initially 6,250,000 Shares (subject to reallocation), representing 10% of the total number of Offer Shares available under the Share Offer and the Placing of initially 56,250,000 Shares (subject to reallocation and the Over-allotment Option), representing 90% of the total number of Offer Shares available under the Share Offer. The allocation of the Offer Shares between the Public Offer and the Placing will be subject to reallocation as described in the section headed ‘‘Structure and Conditions of the Share Offer’’ in the Prospectus.

In particular, the Joint Bookrunners may reallocate Offer Shares from the Placing to the Public Offer to satisfy valid applications under the Public Offer. In accordance with the Guidance Letter HKEx-GL91–18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the maximum total number of Offer Shares that may be allocated to the Public Offer following such reallocation shall be not more than double the initial allocation to the Public Offer (i.e. 12,500,000 Offer Shares, representing 20% of the total number of Offer Shares available under the Share Offer, before any exercise of the Over-allotment Option) and the final Offer Price shall be fixed at the low-end of the indicative Offer Price range (i.e. HK$2.00 per Offer Share) stated in the Prospectus.

In connection with the Share Offer, the Company is expected to grant to the Joint Bookrunners (for and on behalf of the Placing Underwriters) the Over-allotment Option, which is exercisable by the Joint Bookrunners at any time and from time to time from the Listing Date, up to (and including) the date which is the 30th day after the last day for lodging of Application Forms under the Public Offer, to require the Company to issue up to an aggregate of 9,375,000 additional Offer Shares, representing not more than 15% of the total number of Offer Shares initially available under the Share Offer, at the Offer Price.

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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 and 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 such 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 to enable the Shares to be admitted into CCASS. Investors should seek the advice of their stockbroker or other professional advisers for details of the settlement arrangement as such arrangements may affect their rights and interests.

The Offer Price will be not more than HK$2.50 per Offer Share and is currently expected to be not less than HK$2.00 per Offer Share. Applicants under the Public Offer shall pay in full, on application, the maximum indicative Offer Price of HK$2.50 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the final Offer Price should be lower than HK$2.50 per Offer Share.

If the Offer Price as finally determined is less than HK$2.50 per Offer Share, appropriate refund payments (including the related brokerage, SFC transaction levy and Stock Exchange trading fee attributable to the excess application monies) will be made to successful applicants without interest. Further details are set out in the paragraph headed ‘‘13. Refund of application monies’’ in the section headed ‘‘How to Apply for Public Offer Shares’’ in the Prospectus.

Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the Application Forms and the designated website (www.hkeipo.hk) in relation to the HK eIPO White Form.

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 Participants’ 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 to cause HKSCC Nominees to apply for that applicant.

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WHERE TO COLLECT THE PROSPECTUS AND APPLICATION FORMS

Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours between 9: 00 a.m. on Saturday, 28 September 2019 until 12: 00 noon on Friday, 4 October 2019 (or such later date as may apply as described in the section headed ‘‘How to Apply for Public Offer Shares — 10. Effect of bad weather on the opening of the application lists’’ in the Prospectus) from:

• (i) the following office of the Public Offer Underwriters:

Head & Shoulders Room 2511, 25/F., Cosco Tower, Securities Limited 183 Queen’s Road Central, Hong Kong Red Eagle Securities Room 1107, 11/F., Cosco Tower, Limited Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong

• (ii) or the following office of the Sole Sponsor:

Dakin Capital Limited Suites 4505–06, 45/F, Tower 1, Lippo Centre, 89 Queensway, Hong Kong

• (iii) or any of the following branches of Bank of China (Hong Kong) Limited:

District	Branch name	Address
Hong Kong Island	Central District	B/F-2/F
	(Wing On House)	Wing On House
	Branch	71 Des Voeux Road Central
		Hong Kong
Kowloon	Tsim Sha Tsui East	Shop 3, LG/F
	Branch	Hilton Towers
		96 Granville Road
		Tsim Sha Tsui East
		Kowloon
New Territories	Tseung Kwan O Plaza	Shop 112–125, Level 1
	Branch	Tseung Kwan O Plaza
		Tseung Kwan O
		New Territories
	Tuen Mun San Hui	G13-G14 Eldo Court
	Branch	Heung Sze Wui Road
		Tuen Mun
		New Territories

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Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9: 00 a.m. on Saturday, 28 September 2019 until 12: 00 noon on Friday, 4 October 2019 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker, who may have such Application Forms and the Prospectus available.

TIME FOR LODGING APPLICATION FORMS

Both 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 — CONFIDENCE INTELLIGENCE 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:

Saturday, 28 September 2019 — 9: 00 a.m. to 1: 00 p.m. Monday, 30 September 2019 — 9: 00 a.m. to 5: 00 p.m. Wednesday, 2 October 2019 — 9: 00 a.m. to 5: 00 p.m. Thursday, 3 October 2019 — 9: 00 a.m. to 5: 00 p.m. Friday, 4 October 2019 — 9: 00 a.m. to 12: 00 noon

The latest time for lodging your application is 12: 00 noon on Friday, 4 October 2019.

The application lists will be opened from 11: 45 a.m. to 12: 00 noon on Friday, 4 October 2019, the last application day or such later time as described in the section headed ‘‘How to Apply for Public Offer Shares — 10. Effect of bad weather on the opening of the application lists’’ in the Prospectus.

Applicants applying through HK eIPO White Form service may submit applications through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk from 9: 00 a.m. on Saturday, 28 September 2019 up to 11: 30 a.m. on Friday, 4 October 2019 and the latest time for completing full payment of application monies in respect of such applications will be 12: 00 noon on Friday, 4 October 2019 or such later time as described in the section headed ‘‘How to Apply for Public Offer Shares — 10. Effect of bad weather on the opening of the application lists’’ in the Prospectus (24 hours daily, except on the last application day).

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CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates[(1)] :

Monday, 30 September 2019 — 9: 00 a.m. to 8: 30 p.m. Wednesday, 2 October 2019 — 8: 00 a.m. to 8: 30 p.m. Thursday, 3 October 2019 — 8: 00 a.m. to 8: 30 p.m. Friday, 4 October 2019 — 8: 00 a.m. to 12: 00 noon

Note:

• (1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

CCASS Investor Participants can input electronic application instructions from 9: 00 a.m. on Saturday, 28 September 2019 until 12: 00 noon on Friday, 4 October 2019 or such later time as described in the section headed ‘‘How to Apply for Public Offer Shares — 10. Effect of bad weather on the opening of the application lists’’ in the Prospectus.

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

PUBLICATIONS OF RESULTS

The Company expects to announce the final Offer Price, the indication of level of interest in the Placing, the level of applications in the Public Offer and the basis of allocation of the Public Offer Shares on Thursday, 17 October 2019 on the website of the Company at www.szxinken.com and the website of the Stock Exchange at www.hkexnews.hk.

The results of allocations in the Public Offer Shares and the Hong Kong identity card/ passport/Hong Kong business registration numbers of successful applicants (where applicable) and the number of Public Offer Shares successfully applied for under WHITE and YELLOW Application Forms, or by giving electronic application instructions to HKSCC via CCASS or by applying online through the HK eIPO White Form Service Provider under the HK eIPO White Form service, will be made available through a variety of channels as described in the section headed ‘‘How to Apply for Public Offer Shares — 11. Publication of results’’ in the Prospectus.

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 will only become valid at 8: 00 a.m. on Friday, 18 October 2019 provided that the Share Offer has become unconditional and the right of termination described in the section headed ‘‘Underwriting’’ in the Prospectus has not been exercised.

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Assuming that the Share Offer becomes unconditional at or before 8: 00 a.m. (Hong Kong time) on Friday, 18 October 2019, it is expected that dealings in the Shares on the Stock Exchange will commence at 9: 00 a.m. (Hong Kong time) on Friday, 18 October 2019. The Shares will be traded in board lots of 2,000 Shares. The stock code of the Shares is 1967.

By order of the Board Confidence Intelligence Holdings Limited Li Hao Chairman

Hong Kong, 28 September 2019

As at the date of this announcement, the executive Directors are Mr. Li Hao, Mr. Zhang Bizhong and Mr. Xu Shizhen, the non-executive director is Mr. Yuan Shuntang, and the independent non-executive Directors are Mr. Chen Zhong, Mr. Wong Chun Sek Edmund and Mr. Wu Tai Cheung.

This announcement is available for viewing on the website of the Company at www.szxinken.com and the website of the Stock Exchange at www.hkexnews.hk.

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