CPM Group Limited — Capital/Financing Update 2019

Jan 4, 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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities in the Company.

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UBA INVESTMENTS LIMITED * 開明投資有限公司

(incorporated in the Cayman Islands with limited liability) (Stock Code: 768)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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UPBEST SECURITIES COMPANY LIMITED 美建證券有限公司

The Board is pleased to announce that the condition set out in the Placing Agreement was fulfilled and completion of the Placing took place on 4 January 2019 in accordance with the terms of the Placing Agreement.

The 211,954,000 Placing Shares, representing approximately 16.66% of the issued share capital of the Company as at the date of this announcement immediately after completion of the Placing, have been successfully placed to not less than six Placees, who and whose ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons, at the Placing Price of HK$0.082 per Placing Share. The net proceeds arising from the Placing are approximately HK$16.7 million.

Reference is made to the announcement of UBA Investments Limited (the “ Company ”) dated 12 December 2018 (the “ Announcement ”) in relation to, among other matters, the Placing under the General Mandate. Capitalised terms used in this announcement shall have the same meanings as defined in the Announcement unless otherwise stated.

The Board is pleased to announce that the condition set out in the Placing Agreement was fulfilled and completion of the Placing took place on 4 January 2019 in accordance with the terms of the Placing Agreement.

The 211,954,000 Placing Shares, representing approximately 16.66% of the issued share capital of the Company as at the date of this announcement immediately after completion of the Placing, have been successfully placed to not less than six Placees, who and whose ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons, at the Placing Price of HK$0.082 per Placing Share. The net proceeds arising from the Placing are approximately HK$16.7 million.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, (i) each of the Placees and, where appropriate, their respective ultimate beneficial owners, is an Independent Third Party; (ii) none of the Placees has become a substantial Shareholder (as defined in the Listing Rules) upon completion of the Placing.

The net proceeds from the Placing are approximately HK$16.7 million, which are intended to be used for investments in listed securities and unlisted securities.

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the shareholding structure of the Company immediately before completion of the Placing and immediately after completion of the Placing:

	Immediately before	completion of the		Immediately after	completion of the
Shareholders	Placing			Placing
		Approximate			Approximate
	Number of issued	Percentage		Number of issued	Percentage
	Shares			Shares
Fung Fai Growth Limited	340,000,000	32.08%		340,000,000	26.74%
(Note 1)
Kingswell Holdings Group	192,000,000	18.12%		192,000,000	15.10%
Limited (Note 2)
Public Shareholders
The Placees	-		-	211,954,000	16.66%
Other Shareholders	527,778,200	49.80%		527,778,200	41.50%
Total:	1,059,778,200	100.00%		1,271,732,200	100.00%

Notes:

1. The entire issued share capital of Fung Fai is owned by Cheng’s Family Trust. Mr. Andrew Cheng and his family members are the beneficiaries of the trust which assets include interests in the entire issued share capital of Fung Fai.

2. The entire issued share capital of Kingswell Holdings Group Limited is beneficially owned by Mr. Leong Chi Wai.

By order of the Board UBA Investments Limited Dr. WONG Yun Kuen Chairman and Executive Director

Hong Kong, 4 January 2019

* For identification purpose only

As at the date of this announcement, the Board of the Company consists of Dr. WONG Yun Kuen as chairman and executive director and Mr. CHENG Wai Lun, Andrew as executive director; and Mr. CHAN Chung Yee, Alan, Dr. FUNG Lewis Hung and Mr. TANG Hon Bui, Ronald as independent non-executive directors.