FDB Holdings Limited — Capital/Financing Update 2018

Mar 5, 2018

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.

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FDB Holdings Limited 豐 展 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1826)

RESTORATION OF PUBLIC FLOAT

Reference is made to (i) the joint announcement dated 5 January 2018 issued by Gentle Soar Limited (the ‘‘Offeror’’) and the Company in relation to, among other things, the close of the Offer, the results of the Offer and the public float of the Company, and (ii) the announcements issued by the Company dated 25 January 2018 and 15 February 2018, respectively, in relation to, among other things, the Waiver granted by the Stock Exchange to the Company and the Placing (the ‘‘Announcements’’). Unless otherwise specified, terms used herein shall have the meanings as those defined in the Announcements.

COMPLETION OF PLACING OF EXISTING SHARES

The Company was informed by the Offeror, the controlling shareholder of the Company, that through the Placing Agent, on 5 March 2018, the Offeror has completed the placing of 43,380,000 existing Shares held by it, representing approximately 3.5% of the entire issued share capital of the Company as at the date of this announcement, to no less than six placees.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the placees and their respective beneficial owner(s) are third party independent of, and not connected with, the Company or its connected persons (as defined under the Listing Rules).

RESTORATION OF PUBLIC FLOAT

Upon completion of the Placing, a total of 308,000,000 Shares, representing 25.0% of the issued share capital of the Company, are in the hands of the public and accordingly the public float of the Company has been restored to not less than 25.0% of the total issued share capital of the Company in compliance with Rule 8.08(1) of the Listing Rules.

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Set out below is the shareholding structure of the Company immediately before and after the completion of Placing:

ShareholdersOfferor and parties acting inconcert with it(Note 2)Vendor(Note 3)PlaceesOther public ShareholdersTotal	Immediately before thecompletion of the PlacingNumber ofSharesApproximatepercentage ofshareholding(Note 1)905,780,00073.561,600,0005.0——264,620,00021.51,232,000,000100.0	Immediately after thecompletion of the PlacingNumber ofSharesApproximatepercentage ofshareholding(Note 1)862,400,00070.061,600,0005.043,380,0003.5264,620,00021.51,232,000,000100.0	Immediately after thecompletion of the PlacingNumber ofSharesApproximatepercentage ofshareholding(Note 1)862,400,00070.061,600,0005.043,380,0003.5264,620,00021.51,232,000,000100.0
			100.0

Notes:

1. The percentages set out herein represent the rounding of figures to one decimal place.

2. The Offeror is wholly and beneficially owned by Mr. Gao, an executive Director, who is deemed to be interested in the Shares held by the Offeror by virtue of the SFO.

3. The Vendor is wholly and beneficially owned by Mr. Ng, an executive Director, who is deemed to be interested in the Shares held by the Vendor by virtue of the SFO.

By Order of the Board FDB Holdings Limited Gao Yunhong Chairman of the Board and executive Director

Hong Kong, 5 March 2018

As at the date of this announcement, the executive Directors are Mr. Gao Yunhong, Ms. Zhu Wenhui, Mr. Qi Gang and Mr. Ng Kin Siu; and the independent non-executive Directors are Mr. Chan Yuk Sang, Mr. Wan Chi Wai Anthony and Mr. Lau Kwok Fai Patrick.

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