Future Data Group Limited — Capital/Financing Update 2016

Jul 7, 2016

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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 however arising from or in reliance upon the whole or any part of the contents of this announcement.

Reference is made to the prospectus of the Company dated 29 June 2016 (the “Prospectus”). Unless the context otherwise requires, terms and expressions used herein shall have the same meanings as defined in the Prospectus.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares or other securities of the Company. Potential investors should read the Prospectus for detailed information about the Placing described below before deciding whether or not to invest in the Placing Shares thereby being offered.

Future Data Group Limited

(Incorporated in the Cayman Islands with limited liability)

LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING

**Number **	**of **	Placing Shares	:	100,000,000 Placing Shares
		Placing Price	:	HK$0.58 per Placing Share
				(payable in full on application in Hong Kong
				dollars plus brokerage of 1.00%, SFC
				transaction levy of 0.0027%, and Stock
				Exchange trading fee of 0.005% and subject to
				refund)
		Nominal value	:	HK$0.01 per Share
		Stock code	:	8229

Sole Sponsor

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Joint Bookrunners and Joint Lead Managers

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• The Placing Price is HK$0.58 per Placing Share (excluding brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

• Based on the Placing Price of HK$0.58 per Placing Share, the net proceeds to be received by the Company from the Placing of the Placing Shares (after deducting the underwriting commission and total listing expenses (i.e. HK$23.6 million in total)) are estimated to be approximately HK$34.4 million. The Company intends to apply such net proceeds of the Placing in a manner set out in the paragraph headed “Placing Price and Use of Proceeds” below.

• The 100,000,000 Placing Shares offered by the Company under the Placing have been moderately oversubscribed and have been conditionally allocated to a total of 578 institutional, professional and other investors in Hong Kong.

• A total of 507 placees have been allotted one board lot of Shares, representing approximately 87.7% of the total number of placees under the Placing.

• The Directors confirm that, to the best of their knowledge and belief, all placees under the Placing are independent of and not connected with the Company and any of the Directors, chief executive, Controlling Shareholders, substantial shareholders or significant shareholders (as defined under the GEM Listing Rules) of the Company or any of its subsidiaries, and their respective close associates (as defined in the GEM Listing Rules) or any person or group of persons as stated in Rule 10.12(4) of the GEM Listing Rules or any nominees of the foregoing. No placee, individually, has been or will be placed more than 10% of the enlarged issued share capital of the Company immediately after completion of the Placing and the Capitalisation Issue. The Directors also confirm that there will not be any new substantial shareholder within the meaning of the GEM Listing Rules immediately after completion of the Placing and the Capitalisation Issue.

• The Directors further confirm that, immediately after completion of the Placing and the Capitalisation Issue, the public float of the Company will be 25% of the enlarged issued share capital of the Company, and not more than 50% of the Shares in public hands at the time of the Listing will be owned by the three largest public Shareholders.

• Dealings in the Shares on GEM are expected to commence at 9:00 a.m. (Hong Kong time) on Friday, 8 July 2016. Shares will be traded in board lots of 5,000 Shares each. The stock code of the Shares is 8229.

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Investors should be aware that the concentration of Shareholders may affect the liquidity of the Shares. Consequently, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

PLACING PRICE AND USE OF PROCEEDS

The Placing Price is HK$0.58 per Placing Share (excluding brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%). The net proceeds to be received by the Company from the Placing of the Placing Shares (after deducting the underwriting commission and total listing expenses (i.e. HK$23.6 million in total)) are estimated to be approximately HK$34.4 million. It is intended that the net proceeds will be applied as follows:

• (i) approximately 46.3% of the total estimated net proceeds, or approximately HK$15.9 million, will be used to settle approximately half of the down payment to acquire an office building in Seoul as the Group’s new headquarter to accommodate the further increase in number of salespersons and engineers, and reserve part of the office area (approximately 100m[2] ) as storage to replace the leased branch office in Geumcheon-gu, Seoul;

• (ii) approximately 38.8% of the total estimated net proceeds, or approximately HK$13.3 million, will be used to set up additional service points in the following cities:

• Busan city - approximately HK$5.2 million in total, comprising initial rental deposit, renovation, furniture and fixture costs, and cost for additional testing and maintenance equipment;

• Jeonju city - approximately HK$4.4 million in total, comprising initial rental deposit, renovation, furniture and fixture costs, and cost for additional testing and maintenance equipment; and

• Gangneung city - approximately HK$3.7 million for rental deposit in total, comprising initial rental deposit, renovation, furniture and fixture costs, and cost for additional testing and maintenance equipment;

• (iii) approximately 7.8% of the total estimated net proceeds, or approximately HK$2.7 million, will be used as the initial set up cost for the Group’s office in Hong Kong; and

• (iv) approximately 7.1% of the total estimated net proceeds, or approximately HK$2.5 million, will be used as general working capital.

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Further details are set out in the section headed “Business Objectives and Future Plans” in the Prospectus.

LEVEL OF INDICATIONS OF INTERESTS UNDER THE PLACING

The 100,000,000 Placing Shares offered by the Company under the Placing have been moderately oversubscribed.

RESULTS OF ALLOCATION

Pursuant to the Placing, 100,000,000 Placing Shares have been conditionally allocated to a total of 578 institutional, professional and other investors in Hong Kong. A total of 507 placees have been allotted one board lot of Shares, representing approximately 87.7% of the total number of placees under the Placing. The distribution of the Placing Shares is set out as follows:

					Approximate
					percentage of
					shareholding over
					the enlarged issued
					share capital of the
				Approximate	Company
				percentage of the	immediately after
	Aggregate number			total number of the	completion of the
		of Placing Shares		Placing Shares	Placing and the
			allocated	allocated	Capitalisation Issue
Top placee			17,310,000	17.31%	4.33%
Top 5 placees			61,110,000	61.11%	15.28%
Top 10 placees			82,065,000	82.07%	20.52%
Top 25 placees			96,740,000	96.74%	24.19%
**Number of Placing **	**Shares **		allocated		Number of placees
5,000 to 100,000					555
100,001 to 1,000,000					8
1,000,001 to 5,000,000					9
5,000,001 to 10,000,000					3
10,000,001 to 20,000,000					3
Total					578

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The Directors confirm that, to the best of their knowledge and belief, all placees under the Placing are independent of and not connected with the Company and any of the Directors, chief executive, Controlling Shareholders, substantial shareholders or significant shareholders (as defined under the GEM Listing Rules) of the Company or any of its subsidiaries, and their respective close associates (as defined in the GEM Listing Rules) or any person or group of persons as stated in Rule 10.12(4) of the GEM Listing Rules or any nominees of the foregoing. No placee, individually, has been or will be placed more than 10% of the enlarged issued share capital of the Company immediately after completion of the Placing and the Capitalisation Issue. The Directors also confirm that there will not be any new substantial shareholder within the meaning of the GEM Listing Rules immediately after completion of the Placing and the Capitalisation Issue.

Investors should be aware that the concentration of Shareholders may affect the liquidity of the Shares. Consequently, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

MINIMUM PUBLIC FLOAT REQUIREMENT

Pursuant to Rule 11.23(7) of the GEM Listing Rules, the Company is required to maintain a public float of not less than 25% of its total issued share capital at all times of the Listing and thereafter. Pursuant to Rule 11.23(8) of the GEM Listing Rules, the three largest public Shareholders shall not beneficially own more than 50% of the Shares in public hands at the time of Listing. The Directors confirm that, immediately after the completion of the Placing and the Capitalisation Issue, the public float of the Company will be 25% of the enlarged issued share capital of the Company, and not more than 50% of the Shares in public hands at the time of the Listing will be owned by the three largest public Shareholders.

DEPOSIT OF SHARE CERTIFICATES INTO CCASS

Subject to the granting of the listing of, and permission to deal in, the Shares on GEM and the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date (i.e. Friday, 8 July 2016) or any other date as determined by HKSCC.

Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

All necessary arrangements have been made for the Shares to be admitted into CCASS.

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No receipt will be issued for subscription monies for the Placing Shares. No temporary documents or evidence of title will be issued by the Company.

The share certificates issued in respect of the Placing Shares are expected to be deposited into CCASS on or before Thursday, 7 July 2016 for credit to the respective CCASS participants’ stock accounts or investor participants’ stock accounts of the Underwriters, the placees or their agents (as the case may be).

Prospective investors of the Placing Shares should note that the Joint Lead Managers (for themselves and on behalf of the Underwriters) are entitled to terminate the Underwriting Agreement by giving notice in writing to the Company upon the occurrence of any of the events set forth in the paragraph headed “Grounds for termination” in the section headed “Underwriting” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, i.e. Friday, 8 July 2016. In the event that conditions of the Placing as mentioned therein are not fulfilled (or, where applicable, not waived) pursuant to the terms of the Underwriting Agreement prior to the date specified in the Prospectus, the Placing will lapse, the subscription monies will be returned to the placees without interest and the Stock Exchange will be notified immediately. Notice of the lapse of the Placing will be published by the Company on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.futuredatagroup.com immediately following such lapse.

All share certificates for the Placing Shares will only become valid certificates of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms at any time prior to 8:00 a.m. on the Listing Date (i.e. Friday, 8 July 2016).

COMMENCEMENT OF DEALINGS

Dealings in the Shares on GEM are expected to commence at 9:00 a.m. (Hong Kong time) on Friday, 8 July 2016. If there is any change to the expected timetable, an announcement will be published immediately by the Company on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.futuredatagroup.com accordingly. The Shares will be traded in board lots of 5,000 Shares each. The stock code for the Shares is 8229.

By order of the Board FUTURE DATA GROUP LIMITED Suh Seung Hyun

Chairman

Hong Kong, 7 July 2016

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As at the date of this announcement, the executive directors of the Company are Mr. Suh Seung Hyun, Mr. Phung Nhuong Giang, Mr. Lee Seung Han, Mr. Ryoo Seong Ryul and Mr. Park Hyeoung Jin and the independent non-executive directors of the Company are Mr. Ngan Chi Keung, Mr. Wong Sik Kei and Mr. Ho, Kam Shing Peter.

This announcement, for which all the Directors jointly and severally accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no matters the omission of which would make any statement in this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the Stock Exchange’s website at www.hkexnews.hk for at least 7 days from the day of its posting. This announcement will also be published on the Company’s website at www.futuredatagroup.com.

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