FDB Holdings Limited — Capital/Financing Update 2021

Feb 2, 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.

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Steering Holdings Limited 旭通控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1826)

SUPPLEMENTAL ANNOUNCEMENT CONNECTED TRANSACTION

RELATING TO THE DISPOSAL OF ENTIRE ISSUED SHARE CAPITAL OF FRUIT DESIGN & BUILD LIMITED

Reference is made to the announcement of the Company dated 22 January 2021 (the ‘‘Announcement’’) in relation to the connected transaction relating to the disposal of entire issued share capital of Fruit Design & Build Limited pursuant to the Agreement entered into between Mr. IP Kong Ling (葉 江 凌) as the Purchaser and FDB & Associates Limited, a direct wholly-owned subsidiary of the Company as the Vendor. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

VALUATION AND FINANCIAL INFORMATION OF THE TARGET COMPANY

The market value of the entire issued share capital of the Target Company assessed by the independent Valuer after the Business Transfer as at 31 August 2020 according to the Valuation Report is HK$8,492,000, while the unaudited consolidated net asset value of the Target Company after the Business Transfer as at 31 August 2020 is HK$6,249,354.

The valuation approach adopted to assess the market value of the entire issued share capital of the Target Company is the market approach by using a method which compares the Target Company with similar listed companies as comparables. The Second Valuation Report to be issued at completion will also employ the same approach and methodology as the Valuation Report.

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The table below sets forth the unaudited net profit (loss) of the Target Company after the Business Transfer in the following financial years/period:

	Financial	Financial	For the nine
	year ended	year ended	months ended
	31 December	31 December	30 September
	2018	2019	2020
Net profits (loss) (before taxation and
extraordinary items)	HK$16,679,561	HK$3,370,513	HK$(338,496)
Net profits (loss) (after taxation and
extraordinary items)	HK$13,850,016	HK$2,822,256	HK$(338,496)

The latest available unaudited net asset value of the Target Company is HK$5,690,823 as at 30 November 2020.

ALTERNATIVE SIZE TEST

The basis of calculation in the Alternative Size Tests is the unaudited adjusted financial information of the Target Company for the year ended 31 December 2019, which is derived from the audited annual financial statements of the Target Company prepared in respect of the year ended 31 December 2019 after the adjustments made for the Business Transfer.

By order of the Board Steering Holdings Limited Ng Kin Siu Chief executive officer and executive Director

Hong Kong, 2 February 2021

As at the date of this announcement, the executive Directors are Ms. Feng Xuelian and Mr. Ng Kin Siu; the non-executive Director is Mr. Gao Yunhong; and the independent nonexecutive Directors are Mr. Chan Yuk Sang, Mr. Wan Chi Wai Anthony and Mr. Lau Kwok Fai Patrick.

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