Enterprise Development Holdings Limited — Capital/Financing Update 2016

Nov 30, 2016

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 is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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ENTERPRISE DEVELOPMENT HOLDINGS LIMITED 企展控股有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 1808)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

PLACING OF NEW SHARES UNDER GENERAL MANDATE

On 30 November 2016 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent whereby the Company conditionally agreed to place, through the Placing Agent, on a best effort basis, 83,584,000 new Shares to not less than six independent Placees at the Placing Price of HK$0.65 per Placing Share.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and completion of the Placing, the Placing Shares represent approximately 20% of the Company’s existing issued share capital and approximately 16.67% of the Company’s issued share capital as enlarged by the allotment and issue of the Placing Shares.

The Placing Price of HK$0.65 per Placing Share represents (i) a discount of approximately 10.96% to the closing price of HK$0.73 per Share as quoted on the Stock Exchange on 30 November 2016, being the date of the Placing Agreement; and (ii) a discount of approximately 16.02% to the average closing price of HK$0.774 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including 29 November 2016.

The gross proceeds and net proceeds from the Placing will be approximately HK$54.3 million and HK$52.6 million respectively, which will be used for general working capital of the Group and for funding investment opportunities as may be identified from time to time.

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The Placing is conditional upon, among others, the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares.

As completion of the Placing is subject to the satisfaction of a number of conditions, the Placing may or may not proceed. Shareholders and the public are reminded to exercise caution when dealing in the Shares.

The Board is pleased to announce that on 30 November 2016, the Placing Agreement was entered into between the Company and the Placing Agent. Summarized below are the principal terms of the Placing Agreement.

THE PLACING AGREEMENT

Date

30 November 2016 (after trading hours)

Parties

The Company and the Placing Agent

Placing Agent

Get Nice Securities Limited, the Placing Agent, has conditionally agreed to place 83,584,000 Placing Shares on a best effort basis and in consideration thereof, it will receive a placing commission of 2% on the gross proceeds of the Placing upon completion of the Placing. The Directors are of the view that the placing commission accords with the market rate and is fair and reasonable.

To the best of the Directors’ knowledge and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are third parties independent of, not acting in concert (as defined in the Takeovers Code) with and not connected with the Company and its connected persons.

Placees

The Placing Agent will place the Placing Shares to not less than six independent Placees, being professional, institutional or other investors, who and whose ultimate beneficial owners are third parties independent of, not acting in concert (as defined in the Takeovers Code) with and not connected with the Company and its connected persons. It is expected that none of the Placees will become substantial Shareholder (as defined in the Listing Rules) immediately after completion of the Placing.

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Number of Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the 83,584,000 Placing Shares represent approximately 20% of the Company’s existing issued share capital and approximately 16.67% of the Company’s issued share capital as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the Placing Shares under the Placing will be HK$8,358,400.

Placing Price

The Placing Price of HK$0.65 per Placing Share represents (i) a discount of approximately 10.96% to the closing price of HK$0.73 per Share as quoted on the Stock Exchange on 30 November 2016, being the date of the Placing Agreement; and (ii) a discount of approximately 16.02% to the average closing price of HK$0.774 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including 29 November 2016.

The Placing Price, which was agreed after arm’s length negotiation between the Company and the Placing Agent, was determined with reference to the prevailing market price of the Shares. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Placing Shares.

General Mandate

The Placing Shares will be allotted and issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company held on 26 May 2016 pursuant to which the Directors are allowed to allot and issue up to 83,584,996 (after the Share Consolidation) new Shares. The maximum of 83,584,000 Placing Shares to be allotted and issued will utilize approximately 99.99% of the General Mandate.

As at the date of this announcement, no new Shares have been issued and allotted pursuant to the General Mandate. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders.

Conditions of the Placing

Completion of the Placing is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares; and

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• (ii) the transactions contemplated by the Placing Agreement not being prohibited by law or regulation or interpretation thereof (including without limitation, any statue, order, rule, regulation, request, judgement or directive promulgated or issued by any legislative, executive, judicial or regulatory body or authority) in Hong Kong or other jurisdiction which is applicable to the Company or the Placing Agent.

If the conditions are not fulfilled on or prior to the Long Stop Date, the Placing Agreement shall terminate and none of the parties shall have any claim against the other for costs, damages, compensation or otherwise save for any antecedent breach of the Placing Agreement.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

Termination of the Placing

The Placing Agent may terminate the Placing Agreement without any liability to the Company, by notice in writing to the Company at any time prior to the Completion Date upon the occurrence of any of the following events which, in the absolute opinion of the Placing Agent, has or may have a material adverse effect on the business or financial conditions, affairs or prospects of the Company or the Group taken as a whole or the success of the Placing or otherwise makes it inappropriate, inadvisable or inexpedient to proceed with the Placing on the terms and in the manner contemplated in the Placing Agreement:

• (A) there develops, occurs or comes into force:

• (i) the occurrence of any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date of the Placing Agreement) and including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, resulting in a material change in, or which may result in a material change in, political, economic, fiscal, financial, regulatory or stock market conditions; or

• (ii) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise; or

• (iii) any material change in conditions of local, national or international securities markets occurs; or

• (iv) any new law or regulation or change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong or any other jurisdiction relevant to the Group; or

• (v) a change or development occurs involving a prospective change of taxation or exchange control (or the implementation of exchange control) in Hong Kong, or elsewhere; or

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• (vi) any litigation or claim being instigated against the Company or any member of the Group; or

• (B) any material breach of any of the representations, warranties and undertakings by the Company set out in the Placing Agreement or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to the Completion Date which if it had occurred or arisen before the date of the Placing Agreement would have rendered any of such representations and warranties untrue or incorrect in any material respect or there has been a material breach by the Company of any other provision of the Placing Agreement; or

• (C) there is any adverse change in the financial position of the Company which is material in the context of the Placing;

then and in any such case, the Placing Agent may terminate the Placing Agreement without liability to the Company by giving notice in writing to the Company provided that such notice is received prior to the Completion Date.

Upon the giving of the above mentioned notice by the Placing Agent to the Company, all obligations of each of the parties under the Placing Agreement shall cease and determine and no party shall have any claim against the other party in respect of any matter arising out of or in connection with the Placing Agreement except for any antecedent breach of any obligation under the Placing Agreement; and outstanding liabilities under the terms of the Placing Agreement.

Completion of the Placing

Completion of the Placing shall take place on the Completion Date.

As completion of the Placing is subject to the satisfaction of the conditions under the Placing Agreement, the Placing may or may not proceed. Shareholders and the public are reminded to exercise caution when dealing in the Shares.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in providing integrated business software solutions, trading of listed securities and mobile marketing.

The gross proceeds and net proceeds from the Placing will be approximately HK$54.3 million and HK$52.6 million respectively, which will be used for general working capital of the Group and for funding investment opportunities as may be identified from time to time. The net proceeds raised per Placing Share will be approximately HK$0.63.

The Directors are of the view that the Placing will enlarge the shareholder base and the capital base of the Company. In addition, the net proceeds of the Placing will strengthen the Group’s financial position for future development of the Group. Accordingly, they consider that the Placing is in the interests of the Company and the Shareholders as a whole.

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FUND RAISING ACTIVITIES DURING THE PAST 12 MONTHS

Save as disclosed below, the Company has not conducted any other fund raising activities in the past twelve months immediately preceding the date of this announcement:

Date of	Fund raising	Net proceeds	Intended use of	Actual use of proceeds
Announcement	activity	(approximately)	proceeds
12 August 2016 and	rights issue of	HK$199 million	(i) approximately	The proposed rights
4 October 2016	1,253,774,946		HK$40 million for	issue was terminated
	rights shares at		the development	on 4 October 2016
	a subscription		of the existing
	price of		IT solutions and
	HK$0.165 per		related business;
	rights share on
	the basis of three		(ii) approximately
	rights shares for		HK$40 million for
	every one share		the development of
			the money lending
			business;
			(iii) approximately
			HK$50 million
			for repayment
			of the 3-year
			promissory note
			with outstanding
			principal amount
			of HK$50 million
			and carrying
			interest at 6% per
			annum;
			(iv) approximately
			HK$40 million for
			the development
			of the trading
			and investment
			business; and
			(v) the remaining
			balance for general
			working capital
			of the Group and/
			or investment
			opportunities as
			may be identified
			from time to time.

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Date of Fund raising Net proceeds Intended use of Actual use of proceeds Announcement activity (approximately) proceeds 6 April 2016 and placing of HK$37.7 million general working capital (i) approximately 15 April 2016 696,540,000 of the Group and for HK$21.7 million new shares of funding investment has been utilized the Company opportunities as may be for settling part of at a price of identified from time to the consideration HK$0.057 per time for the acquisition placing share of 28% of issued share capital of All Treasure International Industrial Limited (“All Treasure”), details are disclosed in the announcement of the Company dated 9 May 2016;

• (ii) approximately HK$5.0 million has been used for money lending business;

• (iii) approximately HK$3.5 million has been used for general working capital;

• (iv) approximately HK$7.0 million has been used for granting of a loan to All Treasure; and

• (v) approximately HK$0.5 million has not yet been utilised and remains in the bank for the intended uses.

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Date of	Fund raising	Net proceeds	Intended use of	Actual use of proceeds
Announcement	activity	(approximately)	proceeds
15 December 2015	placing of	HK$54.9 million	general working capital	(i) approximately
and 5 January	580,450,000		of the Group and for	HK$52.1 million
2016	new shares of		funding investment	has been used
	the Company		opportunities as may be	for the early
	at a price of		identified from time to	redemption of
	HK$0.098 per		time	promissory notes
	placing share			with principal
				amount of
				HK$50.0 million
				and accrued
				interest; and

• (ii) approximately HK$2.8 million has been used for general working capital.

EFFECT ON SHAREHOLDING STRUCTURE

The shareholding structures of the Company (i) as at the date of this announcement and (ii) immediately after completion of the Placing (assuming there is no change in the share capital of the Company between the date of this announcement and completion of the Placing) are set out below for illustration purpose:

Name of Shareholders Substantial Shareholder Affluent Start Holdings Investment Limited_(Note 1)_ Public Shareholders: Placees Others Total	As at the date of this announcement Number of Shares Approximately % 60,435,500 14.46 – – 357,489,482 85.54 417,924,982 100.00 `	Immediately after completion of the Placing Number of Shares Approximately % 60,435,500 12.05 83,584,000 16.67 357,489,482 71.28 501,508,982 100.00	Immediately after completion of the Placing Number of Shares Approximately % 60,435,500 12.05 83,584,000 16.67 357,489,482 71.28 501,508,982 100.00
			100.00

Note:

1. Affluent Start Holdings Investment Limited is a company incorporated in the British Virgin Islands with limited liability which is wholly and beneficially owned by Mr. King Pak Fu.

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DEFINITIONS

In this announcement, the following terms shall have the meanings ascribed to them below unless the context otherwise requires:

“Board”	the board of Directors
“Business Day”	any day (other than a Saturday, Sunday or public holiday) on
	which banks are generally open for business in Hong Kong
“Company”	Enterprise Development Holdings Limited, a company
	incorporated in Cayman Islands with limited liability and the
	securities of which are listed on the main board of the Stock
	Exchange (stock code: 1808)
“Completion Date”	means a day as soon as possible following the satisfaction of
	all the conditions of the Placing and in any event not later than
	five (5) Business Days after the satisfaction of the conditions of
	the Placing (or such other date as the Company and the Placing
	Agent may agree in writing) and on which completion of the
	Placing will take place
“connected person(s)”	has the meaning ascribed thereto in the Listing Rules
“Director(s)”	the director(s) of the Company
“General Mandate”	the mandate granted to the Directors by the Shareholders at the
	annual general meeting of the Company held on 26 May 2016
	to allot, issue and deal with up to 20% of the then issued share
	capital of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Committee”	has the meaning ascribed to it under the Listing Rules
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Long Stop Date”	16 December 2016 or such later date as the Company and the
	Placing Agent shall agree
“Placee(s)”	any professional, institutional or other investor procured by
	the Placing Agent to subscribe for any of the Placing Shares
	pursuant to the Placing Agreement
“Placing”	placing of 83,584,000 new Shares by the Placing Agent on a
	best effort basis pursuant to the terms of the Placing Agreement

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“Placing Agent” Get Nice Securities Limited, a licensed corporation to carry on business in type 1 regulated activity (dealing in securities), type 4 regulated activity (advising on securities), type 6 regulated activity (advising on corporate finance) and type 9 regulated activity (asset management) under the SFO “Placing Agreement” a conditional placing agreement dated 30 November 2016 entered into between the Company and the Placing Agent in relation to the Placing “Placing Price” HK$0.65 per Placing Share “Placing Shares” 83,584,000 new Shares to be placed under the Placing “PRC” the People’s Republic of China “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholder(s)” holder(s) of the Share(s) “Share(s)” ordinary share(s) of HK$0.1 each in the issued share capital of the Company “Share Consolidation” the share consolidation approved by the Shareholders which became effective on 30 June 2016 “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers in Hong Kong “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent

By Order of the Board of Enterprise Development Holdings Limited Lam Kai Tai Chairman

Hong Kong, 30 November 2016

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Lam Kai Tai (Chairman), Mr. Kwok Ho On Anthony and Mr. Wong Ho Sing, and three independent non-executive Directors, namely Mr. Yau Yan Ming Raymond, Ms. Hu Gin Ing and Mr. Liu Kam Lung.

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