Enterprise Development Holdings Limited — Capital/Financing Update 2021

May 18, 2021

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 any securities of Enterprise Development Holdings Limited.

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ENTERPRISE DEVELOPMENT HOLDINGS LIMITED 企展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1808)

(I) RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES HELD ON THE RECORD DATE AT THE SUBSCRIPTION PRICE OF HK$0.12 PER RIGHTS SHARE;

AND

(II) ADJUSTMENTS IN RELATION TO THE OUTSTANDING SHARE OPTIONS

Underwriter to the Rights Issue

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VC Brokerage Limited

Reference is made to the prospectus of Enterprise Development Holdings Limited (the “ Company ”) dated 23 April 2021 (the “ Prospectus ”) in connection with the Rights Issue. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Prospectus.

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RESULTS OF THE RIGHTS SHARES

The Board is pleased to announce that all the conditions set out in the Underwriting Agreement had been fulfilled and the Underwriting Agreement had not been terminated by the Underwriter prior to the Latest time for Termination. Accordingly, the Underwriting Agreement and the Rights Issue became unconditional at 4:00 p.m. on Wednesday, 12 May 2021.

As at 4:00 p.m. on Friday, 7 May 2021, being the Latest Time for Acceptance, (i) a total of 26 valid acceptances of provisional allotments under the PALs had been received for a total of 58,258,831 Rights Shares, representing approximately 15.37% of the total number of Rights Shares available for subscription under the Rights Issue; and (ii) a total of 29 valid applications for Excess Rights Shares under the EAFs had been received for a total of 77,059,007 Rights Shares, representing approximately 20.33% of the total number of Rights Shares available for subscription under the Rights Issue.

In aggregate, 55 valid acceptances and applications in respect of a total of 135,317,838 Rights Shares had been received, representing approximately 35.70% of the total number of 379,086,466 Rights Shares available for subscription under the Rights Issue.

Based on the above results, the Rights Issue was under-subscribed by 243,768,628 Rights Shares, representing approximately 64.30% of the total number of 379,086,466 Rights Shares available for subscription under the Rights Issue.

UNDERWRITING ARRANGEMENTS

As a result of the under-subscription of the Rights Issue and in accordance with the terms of the Underwriting Agreement, the Underwriter, on a best effort basis, has procured subscribers to subscribe for 240,364,000 Rights Shares, representing approximately 63.41% of the total number of 379,086,466 Rights Shares available for subscription under the Rights Issue. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, all subscribers procured by the Underwriter are Independent Third Parties and each of the subscribers is not a party acting in concert with each other.

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After the subscribers’ subscription procured by the Underwriter, the Rights Issue was finally under-subscribed by 3,404,628 Rights Shares, representing approximately 0.90% of the total number of 379,086,466 Rights Shares available for subscription under the Rights Issue. Therefore, the size of the Rights Issue was reduced to 375,681,838 Rights Shares and the details of the shareholding structure of the Company are shown in the section “SHAREHOLDING STRUCTURE OF THE COMPANY” below in this announcement.

EXCESS RIGHTS SHARES

As the Rights Shares were under-subscribed, all 29 valid excess applications have been accepted and a total of 77,059,007 Excess Rights Shares will be allotted and issued to the relevant Qualifying Shareholders in full. Accordingly, no refund cheques for wholly and partially unsuccessful applications for Excess Rights Shares will be posted.

USE OF PROCEEDS

As the size of the Rights Issue was reduced, the gross proceeds from the Rights Issue are approximately HK$45.08 million and the net proceeds from the Rights Issue, after deducting professional fees and all other relevant expenses, are estimated to be approximately HK$43.91 million. The Company will apply the net proceeds of the Rights Issue in accordance with the proposed use of proceeds set out in the section headed “REASONS FOR AND BENEFITS OF THE RIGHTS ISSUE AND USE OF PROCEEDS” in the Prospectus.

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SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company immediately before and after completion of the Rights Issue is set out below:

SHAREHOLDING STRUCTURE OF THE COMPANY	SHAREHOLDING STRUCTURE OF THE COMPANY	SHAREHOLDING STRUCTURE OF THE COMPANY	SHAREHOLDING STRUCTURE OF THE COMPANY	SHAREHOLDING STRUCTURE OF THE COMPANY	SHAREHOLDING STRUCTURE OF THE COMPANY	SHAREHOLDING STRUCTURE OF THE COMPANY
To the best of the Directors’ knowledge, information and belief after having made allreasonable enquiries, the shareholding structure of the Company immediately before and aftercompletion of the Rights Issue is set out below:ShareholdersImmediately beforecompletion of the Rights IssueImmediately aftercompletion of the Rights IssueNumberof SharesApprox.%Numberof SharesApprox. %
	Shareholders	Immediately beforecompletion of the Rights IssueNumberof SharesApprox.%		Immediately aftercompletion of the Rights IssueNumberof SharesApprox. %
	Substantial ShareholderKing Pak Fu (Note 1)	278351792	3671%	278351792	2455%
		,,	.	,,	.
	Zhongwei Group (Hong Kong)Company Limited (Note 2)Sub-total	126,362,155404713947	16.67%5338%	126,362,155404713947	11.14%
					3569%
		,,	.	,,	.
	Public ShareholdersSubscribers procured by theUnderwriter (Note 3)	–	–	240,364,000	21.20%
	Other public ShareholdersSub-total	353,458,986353,458,986	46.62%46.62%	488,776,824729,140,824	43.11%
					64.31%
	Total	758,172,933	100.00%	1,133,854,771	100.00%

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Notes:

1. Pursuant to the SFO, King Pak Fu (“ Mr. King ”) is deemed to be interested in (i) 60,435,500 Shares held through Affluent Start Holdings Investment Limited (“ Affluent Start ”); (ii) 3,846,000 Shares held through Mystery Idea Limited (“ Mystery Idea ”); (iii) 10,216,000 Shares held through Elite Mile Investments Limited (“ Elite Mile ”); (iv) 17,182,000 Shares held through Sino Wealthy Limited (“ Sino Wealthy ”); and (v) 186,672,292 Shares held through Luck Success Development Limited (“ Luck Success ”). Each of Affluent Start, Mystery Idea and Elite Mile is wholly-owned by Mr. King. Sino Wealthy is wholly-owned by Gauteng Focus Limited, which is wholly-owned by Rentian Technology Holdings Limited (in liquidation), the latter is indirectly controlled by Mr. King as at the date of this announcement.

2. Zhongwei Group (Hong Kong) Company Limited is wholly-owned by Han Lili. Therefore, Han Lili is deemed to be interested in the number of Shares held by Zhongwei Group (Hong Kong) Company Limited by virtue of the SFO.

SCALE-DOWN MECHANISMS OF THE RIGHTS ISSUE

As stated in the Prospectus, all applications for Rights Shares whether under the PAL(s) or the EAF(s), or by transferees of nil-paid Rights Shares, or by subscribers procured by the Underwriter will be made on the basis that the applications are to be scaled-down by the Company to a level which (a) does not trigger an MGO Obligation on the part of the applicant or parties acting in concert with him/her/it; and/or (b) does not result in the non-compliance of the Public Float Requirement on the part of the Company. To the best of the Directors’ knowledge, information and belief after considering the allotment results of the Rights Issue, the Company is not aware of any applications for Rights Shares by any participating Shareholders which would result in either the incurring of an MGO Obligation or the noncompliance of the Public Float Requirement. Accordingly, the scaling-down mechanism has not been triggered and all the applications for Rights Shares are not required to be scaleddown by the Company.

DESPATCH OF SHARE CERTIFICATES

Share certificates for all fully-paid Rights Shares will be despatched to the relevant Qualifying Shareholders by ordinary post to their registered addresses at their own risk on Thursday, 20 May 2021.

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COMMENCEMENT OF DEALINGS IN THE FULLY-PAID RIGHTS SHARES

Dealings in the fully-paid Rights Shares are expected to commence on the Stock Exchange at 9:00 a.m. on Friday, 21 May 2021.

ARRANGEMENT ON ODD LOT TRADING

In order to facilitate the trading of odd lots (if any) of the Shares, the Company has appointed VC Brokerage Limited to stand in the market to match the purchase and sale of odd lots of the Shares at the relevant market price, on a best efforts basis. Holders of odd lots of the Shares who wish to take advantage of this facility either to dispose of their odd lots of the Shares or to top up to a full board lot may contact Mr. Leung (Dealing Department) at (852) 2913 6716, 6/F., Centre Point, 181-185 Gloucester Road, Wanchai, Hong Kong during the period from Friday, 21 May 2021 at 9:00 a.m. to Thursday, 10 June 2021 at 4:00 p.m., both days inclusive. Holders of the odd lots of the Shares should note that the matching of the sale and purchase of odd lots of the Shares is not guaranteed. Any Shareholder, who is in any doubt about the odd lot facility, is recommended to consult his/her/its own professional advisers.

ADJUSTMENTS IN RELATION TO THE OUTSTANDING SHARE OPTIONS

Immediately before completion of the Rights Issue, there are 31,950,000 outstanding Share Options under the Share Option Scheme. Pursuant to the terms and conditions of the Share Option Scheme and the Listing Rules, the exercise price and/or the number of the outstanding Share Options granted under the Share Option Scheme will be adjusted.

As a result of the Rights Issue, adjustments to the exercise price and the number of Shares to be issued upon exercise of the outstanding Share Options pursuant to the terms and conditions of the Share Option Scheme, Rule 17.03(13) of the Listing Rules (“ LR 17.03(13) ”) and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding the interpretation of LR 17.03(13) are as follows and will become effective from Thursday, 20 May 2021 upon the allotment and issue of the Rights Shares pursuant to the Rights Issue:

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		Immediately before	Immediately before	Immediately after	Immediately after
		completion of	the Rights Issue	completion of	the Rights Issue
					Adjusted
			Number of		number of
			Shares to be		Shares to be
			issued upon	Adjusted	issued upon
		Exercise	exercise of the	exercise price	exercise of the
Date of grant	Exercisable period	price per Share	Share Options	per Share	Share Options
		(HK$)		(HK$)
1 September 2020	1 December 2020 to	0.2122	31,950,000	0.2063	32,870,022
	31 August 2030
	(both days inclusive)

Save for the above adjustments, all other terms and conditions of the outstanding Share Options remain unchanged.

The Company’s auditor, Mazars CPA Limited, has certified in writing that the adjustments made to the exercise prices and the numbers of Shares falling to be issued upon the exercise of the outstanding Share Options are in compliance with the requirements set out in the relevant terms of the Share Options Scheme, LR 17.03(13) and the Stock Exchange supplementary guideline.

By order of the Board

Enterprise Development Holdings Limited

Guan Huanfei

Chairman

Hong Kong, 18 May 2021

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Guan Huanfei (Chairman) and Ms. Mao Junjie, and two independent non-executive Directors, namely Mr. Cai Jinliang and Mr. Hui Yat On.

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