DL Holdings Group Limited — Director's Dealing 2017

Oct 27, 2017

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)

GRANT OF SHARE OPTIONS

GRANT OF SHARE OPTIONS

The board of Directors had resolved to grant Share Options to the Grantees to subscribe for up to a total of 40,000,000 Shares, subject to acceptance of the Grantees, under the Share Option Scheme.

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rules 17.06A of the Rules (the ‘‘Listing Rules’’) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’).

The board of the directors (the ‘‘Directors’’ or the ‘‘Board’’) of Season Pacific Holdings Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) is pleased to announce that the Board had resolved to grant share options (the ‘‘Share Options’’) under the share option scheme adopted by the Company by way of shareholders’ resolution passed on 22 September 2015 (the ‘‘Share Option Scheme’’) to certain eligible persons (including certain Directors, an employee and a consultant of the Group) (collectively, the ‘‘Grantees’’) to subscribe, in aggregate, for up to 40,000,000 ordinary shares of HK$0.01 each (each a ‘‘Share’’) in the share capital of the Company subject to acceptance of the Grantees. Payment of HK$1.00 will be made by each of the Grantees upon acceptance of the Share Options.

The Grantees will be granted an aggregate of 40,000,000 Share Options conferring the Grantees the right to subscribe for up to 40,000,000 Shares. Details of the Share Options are set out below:

Date of grant : 27 October 2017 (the ‘‘Date of Grant’’)

• For identification purpose only

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Exercise price of the Share	:	HK$0.482 per Share
Options granted		(being the higher than (i) the closing price of HK$0.47
		per Share as quoted in the Stock Exchange’s daily
		quotation sheet on the Date of Grant; and (ii) the average
		closing price of HK$0.482 per Share as quoted in the
		Stock Exchange’s daily quotation sheets for the five
		business days immediately preceding the Date of Grant)
Number of Share Options	:	an aggregate of 40,000,000 Share Options, each Share
granted		Option entitling the holder of the Share Options to
		subscribe for one (1) Share at the exercise price (subject
		toadjustmentsinaccordancewiththetermsand
		conditions of the Share Option Scheme)
Closing price of the Share	:	HK$0.47 per Share
on the Date of Grant
Validity period of the	:	From the Date of Grant to the tenth anniversary of the
Share Options		Date of Grant
Exercise period of the	:	From the Date of Grant to the tenth anniversary of the
Share Options		Date of Grant

Among the Share Options granted to the Grantees, a total of 20,000,000 Share Options were granted to the Directors and chief executive of the Company and their respective associate(s), details of which are set out below:

Name of Director	Position held with	Number of
and chief executive	the Company	Share Options granted
Mr. Cheung Lui	Chairman, Chief Executive	10,000,000
	Officer and Executive
	Director
Ms. Chan Hong Nei Connie	Non-executive Director	10,000,000
	Total:	20,000,000

Alpha Direct Investments Limited is the controlling shareholder of the Company (as defined under the Listing Rules) and is beneficially owned by Mr. Cheung Lui.

In accordance with Rule 17.04(1) of the Listing Rules, the grant of Share Options to each of the above Directors, chief executive, substantial shareholder of the Company and their respective associate(s) has been approved by the independent non-executive Directors.

Among the Share Options granted to the Grantees, a total of 10,000,000 Share Options were granted to Ms. Mang Ngai, the chief operating officer of the Group.

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Among the Share Options granted to the Grantees, a total of 10,000,000 Share Options were granted to Asian Succeed Limited. Please refer to the announcement of the Company dated 14 September 2017 for further details of the consultancy agreement between the Group and Asian Succeed Limited.

Save as disclosed in this announcement, none of the Grantees is a Director, chief executive or substantial shareholder of the Company or any of their respective associates (as defined under the Listing Rules).

By order of the Board Season Pacific Holdings Limited Cheung Lui Chairman, Chief Executive Officer and Executive Director

Hong Kong, 27 October 2017

As at the date of this announcement, the executive Directors are Mr. Chak Ka Wai and Mr. Cheung Lui, the non-executive Director is Ms. Chan Hong Nei Connie; and the independent non-executive Directors are Mr. Choi Sheung Jeffrey, Mr. Lam Yau Lun and Ms. Luk Huen Ling Claire.

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