CTR Holdings Limited

Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the prospectus dated 30 December 2019 (the “ Prospectus ”) issued by CTR 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, Lego Securities Limited and First Fidelity Capital (International) Limited, as stabilising managers (the “ Stabilising Managers ”), their respective affiliates or any person acting for them, on behalf of the Underwriters, may overallocate Shares or effect transactions with a view to stabilising or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilising Managers, their respective affiliates or any person acting for them, to conduct any such stabilising action, which, if commenced, will be done at the sole and absolute discretion of the Stabilising Managers, and may be discontinued at any time. Any such stabilising activity is required to be brought to an end on the 30th day after the last day for lodging applications under the Public Offer. The number of Shares that may be over-allocated will not exceed the number of Shares that may be sold under the Over-allotment Option, namely, 52,500,000 Shares, which is 15% of the number of Offer Shares initially available under the Share Offer. Such stabilisation action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilising actions cannot be taken to support the price of the Shares for longer than the stabilization period which will begin on the Listing Date and expire on Sunday, 2 February 2020, being the 30th day after the date of 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 the price of the Shares could fall.

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(incorporated in the Cayman Islands with members’ limited liability)

SHARE OFFER

Number of Offer Shares : 350,000,000 Shares (subject to the under the Share Offer Over-allotment Option) Number of Public Offer Shares : 35,000,000 Shares (subject to reallocation) Number of Placing Shares : 315,000,000 Shares (subject to reallocation and the Over-allotment Option) Offer Price : Not more than HK$0.38 per Offer Share and expected to be not less than HK$0.36 per Offer Share (payable in full on application in Hong Kong dollars, subject to refund, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%)

Nominal value : US$0.0001 per Share Stock code : 1416

Sole Sponsor

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Joint Bookrunners

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Co-Managers

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Application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Share Offer (including the Shares to be issued pursuant to (i) the Capitalisation Issue, (ii) the Share Offer (including an aggregate of 52,500,000 additional Shares which may be issued pursuant to the exercise of the Over-allotment Option) and (iii) the exercise of 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 Wednesday, 15 January 2020, it is expected that dealings in the Shares on the Main Board will commence at 9:00 a.m. on Wednesday, 15 January 2020.

The Share Offer comprises the Public Offer of initially 35,000,000 Shares (subject to reallocation), representing 10% of the Offer Shares available under the Share Offer, and the Placing of initially 315,000,000 Shares (subject to reallocation and the Over-allotment Option), representing 90% of the 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 reallocated to the Public Offer following such reallocation shall be not more than double the initial allocation to the Public Offer (i.e. 70,000,000 Offer Shares) and the final Offer Price shall be fixed at the low-end of the indicative Offer Price range (i.e. HK$0.36 per Offer Share) stated in the Prospectus.

In addition, the Company will grant the Over-allotment Option to the Joint Bookrunners (for themselves and on behalf of the other Underwriters) under the Underwriting Agreements, which will be exercisable at any time within 30 days after the last day for lodging applications under the Public Offer. Pursuant to the Over-allotment Option, the Company may be required to allot and issue up to an aggregate of 52,500,000 additional Shares representing 15% of the Offer Shares initially available under the Share Offer. These Shares will be sold or issued at the Offer Price. If the Over-allotment Option is exercised in full, the additional 52,500,000 Shares and the 350,000,000 Shares initially offered in the Share Offer will represent approximately 3.6% and 24.1% of the Company’s enlarged share capital respectively immediately after completion of the Share Offer and the exercise in full of the Over-allotment Option. The Company will disclose in its allotment results announcement whether and to what extent the Over-allotment Option has been exercised, and will confirm in the announcement that, if the Over-allotment Option is not exercised by then, the Over-allotment Option will lapse and cannot be exercised on any future date. The allotment results announcement will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.chianteck.com .

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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$0.38 per Offer Share and is currently expected to be not less than HK$0.36 per Offer Share. Applicants under the Public Offer shall pay in full, on application, the maximum indicative Offer Price of HK$0.38 per Offer Share plus brokerage of 1.0%, 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$0.38 per Offer Share.

Applications for the Public 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 Public Offer Shares registered in their own names should complete and sign the WHITE Application Forms. Applicants who would like to have the allotted Public 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 between 9:00 a.m. on Monday, 30 December 2019 until 12:00 noon on Friday, 3 January 2020 from:

(i) the following offices of the Public Offer Underwriters:

Lego Securities Limited

Room 301, 3/F, China Building 29 Queen’s Road Central Central, Hong Kong

First Fidelity Capital (International) Limited

Room 908–909, 9/F, Great Eagle Centre 23 Harbour Road

Wanchai, Hong Kong

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CRIC Securities Company Limited

Unit 2007 & 2403 Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

Sang Woo (Kirin) Securities Limited

12/F, OTB Building 160 Gloucester Road Wan Chai Hong Kong

Xin Yongan International Securities Company Limited

12/F & 25/F, CMA Building 64–66 Connaught Road Central Hong Kong

Red Eagle Securities Limited

Unit 1107, 11/F., Cosco Tower Grand Millennium Plaza 183 Queen’s Road Central Hong Kong

China Rich Securities Limited

Unit 2105, 21/F 118 Connaught Road West Hong Kong

(ii) any of the following branches of Industrial and Commercial Bank of China (Asia) Limited, the receiving bank for the Public Offer:

District	Branch name	Address
Hong Kong Island	Queen’s Road Central	Basement, Ground Floor and First Floor
	Branch	of 122 QRC, Nos. 122–126 Queen’s
		Road Central, Hong Kong
Kowloon	Tsimshatsui East	Shop B, G/F, Railway Plaza, 39 Chatham
	Branch	Road South, Tsimshatsui, Kowloon
New Territories	Tsuen Wan Castle Peak	G/F, 423–427 Castle Peak Road, Tsuen
	Road Branch	Wan, 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 Monday, 30 December 2019 until 12:00 noon on Friday, 3 January 2020 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.

The completed WHITE or YELLOW Application Form, together with a cheque or a banker’s cashier order attached and marked payable to “ ICBC (Asia) Nominee Limited – CTR Holdings Public Offer ”, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above, at the following times:

– Monday, 30 December 2019 9:00 a.m. to 5:00 p.m. – Tuesday, 31 December 2019 9:00 a.m. to 5:00 p.m. – Thursday, 2 January 2020 9:00 a.m. to 5:00 p.m. Friday, 3 January 2020 – 9:00 a.m. to 12:00 noon

The application lists will be opened from 11:45 a.m. to 12:00 noon on Friday, 3 January 2020 or such later time as described in the section headed “How to Apply for the Public Offer Shares – 9. Effect of Bad Weather and/or Extreme Conditions on the Opening of the Application Lists” in the Prospectus.

CCASS Participants can input electronic application instructions from 9:00 a.m. on Monday, 30 December 2019 until 12:00 noon on Friday, 3 January 2020 or such later time as described in the section headed “How to Apply for the Public Offer Shares – 9. Effect of Bad Weather and/or Extreme Conditions 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 the Public Offer Shares” in the Prospectus for details of the conditions and procedures of the Public Offer.

The Company expects to announce the final Offer Price, the level of applications in the Public Offer and the basis of allocation of the Public Offer Shares on Tuesday, 14 January 2020 on the website of the Company at www.chianteck.com and the website of the Stock Exchange at www.hkexnews.hk .

The results of allocations in the Public Offer 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, will be made available through a variety of channels as described in the section headed “How to Apply for the Public Offer Shares – 10. Publication of Results” in the Prospectus.

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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 Wednesday, 15 January 2020 provided that the Share Offer has become unconditional and the right of termination described in the section headed “Underwriting – Underwriting arrangements and expenses – Public Offer – Grounds for termination” in the Prospectus has not been exercised.

Assuming that the Share Offer becomes unconditional at or before 8:00 a.m. in Hong Kong on Wednesday, 15 January 2020, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Wednesday, 15 January 2020. The Shares will be traded in board lots of 10,000 Shares each. The stock code of the Shares is 1416.

By order of the Board CTR Holdings Limited Mr. Xu Xuping Chairman, Chief Executive Officer and Executive Director

Hong Kong, 30 December 2019

As at the date of this announcement, the Executive Directors of the Company are Mr. Xu Xuping and Mr. Xu Tiancheng, and the Independent Non-executive Directors of the Company are Mr. Kung Wai Chiu Marco, Mr. Tang Chi Wang and Ms. Wang Yao.

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

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AI assistant

CTR Holdings Limited Capital/Financing Update 2019

49911_rns_2019-12-29_f6f7fdd1-1ffb-4341-8907-37f54dd90007.pdf