Enterprise Development Holdings Limited — Capital/Financing Update 2022

Jul 13, 2022

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 securities.

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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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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VC Brokerage Limited

On 13 July 2022 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Placing Agent has conditionally agreed, as the placing agent of the Company, to procure on a best effort basis to not less than six Placees who and whose ultimate beneficial owners shall be Independent Third Parties to subscribe for up to 13,606,000 Placing Shares at the Placing Price of HK$0.42 per Placing Share.

The maximum Placing Shares of up to 13,606,000 Shares represent approximately 20% of the existing issued share capital of the Company as at the date of this announcement and approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of all the Placing Shares.

The Placing Price of HK$0.42 per Placing Share represents (i) a discount of approximately 19.23% to the closing price of HK$0.520 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 4.98% to the average of the closing prices per Share of HK$0.442 as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement.

The Placing Shares will be issued under the General Mandate granted to the Directors at the AGM, subject to the limit up to 13,606,254 Shares (representing approximately 20% of the aggregate number of issued Shares on that date).

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Assuming all the Placing Shares are fully placed, the gross proceeds from the Placing will be approximately HK$5.7 million and the net proceeds will be approximately HK$5.5 million (after deduction of commission and other expenses of the Placing), representing a net issue price of approximately HK$0.41 per Placing Share. The Directors intend to use the net proceeds for the general working capital of the Group, which shall be applied on, including, staff cost, professional fees, rental payments and general administrative and operating expenses of the Group.

Shareholders and potential investors of the Company should note that completion of the Placing is subject to the fulfilment of the conditions set out in the Placing Agreement. The Placing may or may not proceed. Shareholders and potential investors of the Company are therefore urged to exercise caution when dealing in the Shares and other securities of the Company.

On 13 July 2022 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Placing Agent has conditionally agreed, as the placing agent of the Company, to procure on a best effort basis to not less than six Placees who and whose ultimate beneficial owners shall be Independent Third Parties to subscribe for up to 13,606,000 Placing Shares at the Placing Price of HK$0.42 per Placing Share. Details of the Placing Agreement are set out below:

THE PLACING AGREEMENT

Date: 13 July 2022 Issuer: the Company Placing Agent: VC Brokerage Limited

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

The Placing Agent will charge the Company a placing commission of 1.5% of the gross proceeds from the Placing. The placing commission was negotiated on arm’s length basis between the Company and the Placing Agent and determined with reference to, amongst other things, the prevailing commission rate charged by other placing agents, the size of the Placing and the price performance of the Shares.

The Directors consider that the terms of the Placing, including the placing commission, are fair and reasonable based on the current market conditions and the Placing is in the interests of the Company and the Shareholders as a whole.

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Placees

The Placing Shares will be placed to not less than six (6) Placees which will be individual, institutional or professional investor independent of and not connected with the Company, the connected persons of the Company and their respective associates, and who and whose ultimate beneficial owners are Independent Third Parties. Upon Completion, it is expected that none of the Placees will become a substantial Shareholder. If any of the Placees will become a substantial Shareholder after Completion, further announcement will be made by the Company.

Number of Placing Shares

The maximum Placing Shares of up to 13,606,000 Shares represent approximately 20% of the existing issued share capital of the Company as at the date of this announcement and approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of all the Placing Shares. The aggregate nominal value of the maximum of 13,606,000 Placing Shares is HK$1,360,600.

Placing Price

The Placing Price of HK$0.42 per Placing Share represents (i) a discount of approximately 19.23% to the closing price of HK$0.520 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 4.98% to the average of the closing prices per Share of HK$0.442 as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement.

The Placing Price was determined and negotiated on an arm’s length basis between the Company and the Placing Agent with reference to the prevailing market price of the Shares and the recent trading performance of the Shares. The Directors consider that the Placing Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares shall rank pari passu in all respects among themselves and with the existing issued Shares as at the date of this announcement.

Conditions of the Placing

The Placing is conditional upon:

• (a) the Listing Committee having granted approval for the listing of, and permission to deal in, the Placing Shares, and such approval not having been revoked, suspended, withdrawn or cancelled, or threatened with any revocation, suspension, withdrawal or cancellation at any time prior to the Closing Date;

• (b) the Shares remaining listed on the Main Board of the Stock Exchange, and that the listing status of the Shares not being subject to or threatened with any revocation, suspension, withdrawal or cancellation at any time prior to the Closing Date;

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• (c) (if required) the Company having obtained the necessary consent, approval, authorisation, permission, or confirmation from any third party to which the Company have entered into any agreement or arrangement;

• (d) the Company having paid HK$30,000 to the Placing Agent as documentary fee pursuant to the Placing Agreement; and

• (e) the Company’s representations and warranties made pursuant to the Placing Agreement being true and accurate and not misleading up to Completion.

If any one or more of the conditions above shall not have been satisfied or fulfilled by the Closing Date or any of the force majeure event set out in the Placing Agreement shall have occurred, subject to the Placing Agreement, all obligations and responsibilities of the Placing Agent and those of the Company thereunder shall cease and determine forthwith and no party shall have any claim whatsoever against the other party in relation thereto save for any antecedent breach of the Placing Agreement and without prejudice to the accrued rights and liabilities of each party.

Completion

Completion of the Placing shall take place within three Business Days after the fulfilment of the conditions set out above (or such later date as may be agreed by the parties thereto in writing).

Application for listing

The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

General Mandate to issue the Placing Shares

The issue of the Placing Shares is not subject to Shareholders’ approval.

The Placing Shares will be issued under the General Mandate granted to the Directors at the AGM, subject to the limit up to 13,606,254 Shares (representing approximately 20% of the aggregate number of issued Shares on that date). The 13,606,000 Placing Shares to be allotted and issued will almost fully utilise the General Mandate. As at the date of this announcement, the Company has not utilised the General Mandate.

Termination

If at any time between the execution of the Placing Agreement and at 5:00 p.m. on the Business Day immediately prior to the Completion Date, there occurs:

• (a) the introduction of any new Law or regulation or any change in existing Laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company; or

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• (b) the occurrence of any local, national or international event or change occurring after the date of the Placing Agreement of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company or adversely prejudices the success of the Placing (such success being the completion of the placing of the Placing Shares to potential investor(s)) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or

• (c) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs after the date of the Placing Agreement which materially and adversely affects the success of the Placing (such success being the completion of the placing of the Placing Shares to potential investor(s)) or otherwise in the reasonable opinion of the Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing; or

• (d) the Company commits any material breach of or omits or fails to observe any of its obligations or undertakings under the Placing Agreement; or

• (e) any of the representations or warranties contained in the Placing Agreement was, when given or deemed to be repeated under the Placing Agreement, untrue or inaccurate in any material respect or would in any material respect be untrue or inaccurate, or if repeated the Placing Agent shall determine in its reasonable opinion that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Company or will otherwise likely to have a material prejudicial effect on the Placing,

then the Placing Agent may upon giving notice to the Company terminate the Placing Agreement with immediate effect. If the Placing Agreement shall be terminated, the obligations of the Placing Agent shall cease and determine, and the Company shall not be liable to pay any commission under the provisions of the Placing Agreement and all other provisions necessary for the interpretation or enforcement of such provisions and without prejudice to the accrued rights and liabilities of the parties, shall forthwith cease and determine and no party shall, save as provided above, have any claim against the other party for compensation, costs, damages or otherwise.

REASONS FOR THE PLACING AND THE USE OF PROCEEDS

The Company is an investment holding company. The Group is principally engaged in the provision of integrated business software solutions and trading of listed securities.

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Assuming all the Placing Shares are fully placed, the gross proceeds from the Placing will be approximately HK$5.7 million and the net proceeds will be approximately HK$5.5 million (after deduction of commission and other expenses of the Placing), representing a net issue price of approximately HK$0.41 per Placing Share. The Directors intend to use the net proceeds for the general working capital of the Group, which shall be applied on, including, staff cost, professional fees, rental payments and general administrative and operating expenses of the Group.

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.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The following is the equity fund raising activity conducted by the Company in the past 12 months immediately preceding the date of this announcement:

Date of	Fund raising	Net proceeds	Intended use of net	Actual use of net
announcement	activity	raised	proceeds	proceeds
		(approximately)
9 November 2021,	Issue of	HK$22.37 million	(i) approximately	approximately
7 December 2021	226,770,954		HK$15.64 million for	HK$6.03 million
and 29 December	subscription		capital injection in	for general
2021 (date of	Shares under		Beijing Orient	working capital
completion)	general		LegendMaker	of the Group
	mandate		Software	which was used
			Development Co.,	on, including, but
			Ltd.*（北京東方龍	not limited to,
			馬軟件發展有限公	approximately
			司）and (ii)	HK$4.16 million
			approximately	for staff cost,
			HK$6.73 million for	approximately
			general working	HK$1.31 million
			capital of the Group	for professional
			which should be	fees,
			applied on, including,	approximately
			but not limited to,	HK$0.22 million
			approximately 70%	for rental
			for staff cost,	payments and
			approximately 20%	approximately
			for professional fees,	HK$0.34 million
			approximately 5% for	for general
			rental payments and	administrative
			approximately 5% for	and operating
			general administrative	expenses of the
			and operating	Group
			expenses of the Group

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As at the date of this announcement, the net proceeds from the Subscriptions of approximately HK$16.34 million had not yet been utilized. The remaining proceeds will be used according to the intended use.

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The changes of the shareholding structure of the Company as a result of the Placing (assuming that there are no other changes in the issued share capital of the Company from the date of this announcement up to and immediately after completion of the Placing) are as follows:

Shareholders King Pak Fu_(Note 1) De Gennes Limited (Note 2)_ Placees Public Shareholders Total	As at the date of this announcement Number of Shares Approximate % 13,917,589 20.46 9,637,765 14.17 - - 44,475,920 65.37 68,031,274 100.00	Immediately after the completion of the Placing Number of Shares Approximate % 13,917,589 17.05 9,637,765 11.81 13,606,000 16.67 44,475,920 54.47 81,637,274 100.00	Immediately after the completion of the Placing Number of Shares Approximate % 13,917,589 17.05 9,637,765 11.81 13,606,000 16.67 44,475,920 54.47 81,637,274 100.00
			100.00

Notes:

1. Pursuant to the SFO, Mr. King Pak Fu (“ Mr. King ”) is deemed to be interested in (i) 3,021,775 Shares held through Affluent Start Holdings Investment Limited (“ Affluent Start ”); (ii) 192,300 Shares held through Mystery Idea Limited (“ Mystery Idea ”); (iii) 510,800 Shares held through Elite Mile Investments Limited (“ Elite Mile ”); (iv) 859,100 Shares held through Sino Wealthy Limited (“ Sino Wealthy ”); and (v) 9,333,614 Shares held through Luck Success Development Limited. 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.

2. De Gennes Limited is wholly-owned by Mr. Wu Xiaodong. Therefore, Mr. Wu Xiaodong is deemed to be interested in the number of Shares held by De Gennes Limited by virtue of the SFO.

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GENERAL

Shareholders and potential investors of the Company should note that completion of the Placing is subject to the fulfilment of the conditions set out in the Placing Agreement. The Placing may or may not proceed. Shareholders and potential investors of the Company are therefore urged to exercise caution when dealing in the Shares and other securities of the Company.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

• “AGM” the annual general meeting of the Company held on 1 June 2022

• “associate(s)” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors “Business Day(s)” a day (excluding Saturday, Sunday, public holiday and any day on which a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business throughout their normal business hours

• “Closing Date”

• means any Business Day not later than 29 July 2022 or such later date as the parties may agree in writing, being the date on which all the conditions have been satisfied or fulfilled, and if such a date is not a Business Day, then the Closing Date shall be postponed to immediately following Business Day

• “Company” Enterprise Development Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Completion” completion of the placing of the Placing Shares in accordance with the terms and conditions as set out in the Placing Agreement

• “Completion Date” the date of Completion, which shall be any Business Day falling within three (3) Business Days after the Closing Date

• “connected person(s)” has the meaning ascribed thereto under the Listing Rules

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• “Director(s)” the director(s) of the Company “General Mandate” the general mandate granted to the Directors by the Shareholders pursuant to an ordinary resolution passed at the AGM

• “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Third Party(ies)” independent third party(ies) who is/are not connected person(s) of the Company and is/are independent of and not connected with the Company and directors, chief executives, controlling Shareholders and substantial Shareholders of the Company or any of its subsidiaries or their respective associates

• “Listing Committee” the listing committee appointed by the Stock Exchange for considering applications for listing and approving the listing of and dealing with securities on the Stock Exchange

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Placee(s)” any individual, institutional or professional investor independent of and not connected with the Company, the connected persons of the Company and their respective associates procured by or on behalf of the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agent’s obligations under the Placing Agreement

• “Placing” the placing, on a best effort basis, of up to 13,606,000 Shares pursuant to the terms of the Placing Agreement

• “Placing Agent” VC Brokerage Limited, a corporation which is licensed by the SFC to carry out and conduct regulated activities Type 1 (dealing in securities) and Type 4 (advising on securities)

• “Placing Agreement” the conditional placing agreement dated 13 July 2022 and entered into between the Company and the Placing Agent in relation to the Placing

• “Placing Price” HK$0.42 per Placing Share

• “Placing Shares” up to 13,606,000 Shares to be placed under the Placing “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

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“Share(s)” ordinary share(s) of par value of HK$0.1 each in the share capital of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscriptions” the subscription of an aggregate of 226,770,954 new Shares by the subscribers pursuant to the terms and conditions of the subscription agreements as supplemented by the supplemental agreements entered into between the Company and the respective subscribers on 9 November 2021 and 7 December 2021, details of which are set out in the announcements of the Company dated 9 November 2021 and 7 December 2021 “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent

By Order of the Board Enterprise Development Holdings Limited Li Zhuoyang Executive Director

Hong Kong, 13 July 2022

As at the date of this announcement, the Board comprises one executive Director, namely Ms. Li Zhuoyang, and three independent non-executive Directors, namely Mr. Cai Jinliang, Mr. Chin Hon Siang and Mr. Chen Kwok Wang.

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