DL Holdings Group Limited — Capital/Financing Update 2019

Mar 22, 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.

SEASON PACIFIC HOLDINGS LIMITED 雲 裳衣 控 股 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1709)

INSIDE INFORMATION COMPLETION OF PLACING OF EXISTING SHARES BY CONTROLLING SHAREHOLDER

This announcement is made by Season Pacific Holdings Limited (the ‘‘Company’’) pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement of the Company dated 19 March 2019 (the ‘‘Announcement’’). Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless the context otherwise requires.

COMPLETION OF PLACING

The Board was informed by the Vendor that the completion of the Placing (the ‘‘Completion’’) took place on 22 March 2019. All 93,000,000 Placing Shares, representing approximately 8.28% of the existing issued share capital of the Company as at the date of this announcement, were successfully placed by the Placing Agent to the Placees at HK$0.50 per Placing Share pursuant to the terms of the Placing Agreement.

Pursuant to the Placing Agreement, the Placing Agent undertakes that it shall use reasonable endeavours to ensure that the Placees and their ultimate beneficial owners are third parties independent of and not connected nor acting in concert (as defined in the Hong Kong Code on Takeovers and Mergers) with the Company or any of its connected persons (as defined in the Listing Rules).

• For identification purpose only

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Upon completion of the Placing and as at the date of this announcement, the Vendor holds 461,500,000 Shares, representing approximately 41.07% of the existing issued share capital of the Company, and remains a controlling shareholder (as defined in the Listing Rules) of the Company.

By order of the Board Season Pacific Holdings Limited Cheung Lui

Chairman, Chief Executive Officer & Executive Director

Hong Kong, 22 March 2019

As at the date of this announcement, the executive Directors are Mr. Chak Ka Wai, Mr. Cheung Lui and Mr. Yu Xiu Yang, the non-executive Director is Ms. Chin Ying Ying; and the independent non-executive Directors are Mr. Chang Eric Jackson, Mr. Choi Sheung Jeffrey and Ms. Luk Huen Ling Claire.

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