Ever Sunshine Services Group Limited — Capital/Financing Update 2021

Nov 1, 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.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of CIFI Ever Sunshine Services Group Limited (the “ Company ”).

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions where such offer is unlawful. The securities mentioned in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”) or any state securities laws of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management, as well as its financial statements. No public offer of securities is to be made by the Company in the United States.

CIFI Ever Sunshine Services Group Limited 旭輝永升服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1995)

COMPLETION OF PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

Placing Agents

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Reference is made to the announcement of the Company dated 24 October 2021 (the “ Announcement ”) in relation to, among other things, the Placing and the Subscription. Capitalised terms used but not otherwise defined herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING AND THE SUBSCRIPTION

The Company is pleased to announce that completion of the Placing and the Subscription took place on 27 October 2021 and 1 November 2021, respectively.

A total of 83,520,000 Placing Shares have been successfully placed at the Placing Price of HK$15.76 per Share to no less than six (6) Placees. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Placees (and their respective ultimate beneficial owners) are independent of the Company and its connected persons.

In addition, all the conditions of the Subscription have been fulfilled and completion of the Subscription took place on 1 November 2021. A total of 83,520,000 Subscription Shares (equal to the number of the Placing Shares successfully placed under the Placing) were subscribed by the Vendor at the Subscription Price (which is the same as the Placing Price). The Subscription Shares represent approximately 4.76% of the enlarged total number of Shares in issue upon completion of the Subscription.

PROCEEDS FROM THE SUBSCRIPTION

The Company received net proceeds from the Subscription (after deducting all relevant fees, costs and expenses to be borne or incurred by the Company) of approximately HK$1,304,000,000 and intends to use the net proceeds from the Subscription for possible business development or investments in the future when opportunities arise and as working capital and general corporate purposes.

As at the date of this announcement, (i) the Company intends to invest in businesses or targets that are related to its core businesses but has not identified any specific investment or acquisition targets; (ii) no agreement has been entered by the Group in respect of any such investments or acquisitions; and (iii) no allocation plan of such net proceeds between possible investments or acquisitions and general working capital has been formulated. The Company will make announcement(s) in respect of any such investment(s) or acquisition(s) in compliance with the requirements of the Listing Rules where appropriate.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The following table illustrates the shareholding structure of the Company (i) immediately before the completion of the Placing and the Subscription; (ii) immediately after the completion of the Placing but before the completion of the Subscription; and (iii) as at the date of this announcement:

				**Immediately **	**after **	the
	**Immediately **	before the		completion of the Placing but
	**completion of **	**the **	Placing	**before the completion **		of the	As at the date of this
	and the Subscription			Subscription			announcement
	Number of	Approximate		Number of	Approximate		Number of	Approximate
	Shares		%	Shares		%	Shares		%
Directors and
substantial
shareholders
The Vendor (Note 1)	363,180,000		21.74	279,660,000		16.74	363,180,000	20.71
Best Legend (Note 2)	153,689,750		9.20	153,689,750		9.20	153,689,750		8.76
Spectron (Note 3)	406,820,000		24.35	406,820,000		24.35	406,820,000	23.20
Public shareholders
The Placees (Note 4)	0		0.00	83,520,000		5.00	83,520,000		4.76
Other Shareholders	746,710,250		44.71	746,710,250		44.71	746,710,250	42.57
Total	1,670,400,000		100	1,670,400,000		100	1,753,920,000		100

Notes:

1. The Vendor is held by Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng as to 50%, 25% and 25% respectively.

2. Best Legend is wholly owned by Mr. LIN Feng.

3. Spectron is wholly owned by Xu Sheng Limited, which is in turn wholly owned by CIFI Holdings.

4. There was no other issue of new Shares and no repurchase of existing Shares before completion of the Subscription, and the maximum number of the Placing Shares, being 83,520,000 Shares, had been placed to not less than six independent Placees. None of the Placees has become a substantial shareholder (as defined in the Listing Rules) of the Company immediately after the completion of the Placing.

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1. The aggregate of the percentage figures in the table above may not add up to the relevant sub-total or total percentage figures shown due to rounding of the percentage figures to two decimal places.

By Order of the Board CIFI Ever Sunshine Services Group Limited LIN Zhong Chairman

Hong Kong, 1 November 2021

As at the date of this announcement, the executive Directors are Mr. Lin Zhong, Mr. Zhou Hongbin and Mr. Zhou Di; the non-executive Director is Mr. Lin Feng; and the independent non-executive Directors are Mr. Ma Yongyi, Mr. Wang Peng and Mr. Cheung Wai Chung.

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