Future Data Group Limited - Capital/Financing Update 2022

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute, or form part of, an invitation or offer to acquire, purchase or subscribe for securities of Future Data Group Limited or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of Future Data Group Limited in any jurisdiction in contravention of applicable law or regulation. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

VARIANT WEALTH GORGEOUS REAL INVESTMENT INVESTMENT HOLDING DEVELOPMENT LIMITED LIMITED FUTURE DATA GROUP LIMITED 偉富投資發展有限公司華置投資控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8229) (Incorporated in the Republic of (Incorporated in the British Virgin Islands Seychelles with limited liability) with limited liability)

JOINT ANNOUNCEMENT

(1) AGREEMENT IN RELATION TO THE SALE AND PURCHASE OF THE SALE SHARES IN FUTURE DATA GROUP LIMITED; (2) POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER BY LEGO SECURITIES LIMITED

FOR AND ON BEHALF OF THE JOINT OFFERORS TO ACQUIRE ALL THE ISSUED SHARES OF FUTURE DATA GROUP LIMITED

(OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY THE JOINT OFFERORS AND THE JOINT OFFERORS’ CONCERT PARTIES); (3) ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE; AND

(4) RESUMPTION OF TRADING

Financial adviser to the Joint Offerors

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THE SALE AND PURCHASE AGREEMENT

The Board was informed by the Vendor that on 4 September 2022, the Joint Offerors (as purchasers) and the Vendor (as vendor) entered into the Sale and Purchase Agreement, pursuant to which the Vendor agreed to sell, and the Joint Offerors agreed to acquire, the full legal and beneficial title and interest in the Sale Shares (being an aggregate of 206,000,000 Shares, representing 51.50% of the total issued share capital of the Company as at the date of this joint announcement), at a total Consideration of HK$59,225,000, which is equivalent to HK$0.2875 per Sale Share in the following manner:

(i) the Vendor shall sell, and Variant Wealth shall purchase, 100,000,000 Sale Shares (representing 25.00% of the total issued share capital of the Company as at the date of this joint announcement) at a cash consideration of HK$28,750,000; and
(ii) the Vendor shall sell, and Gorgeous Real Investment shall purchase, 106,000,000 Sale Shares (representing 26.50% of the total issued share capital of the Company as at the date of this joint announcement) at a cash consideration of HK$30,475,000.

Pursuant to the Sales and Purchase Agreement, Completion will take place on 23 September 2022, or such other date as agreed by the Joint Offerors and the Vendor. There is no condition precedent to Completion. Details of the Sale and Purchase Agreement are set out in the section headed “The Sale and Purchase Agreement” of this joint announcement.

POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER

As at the date of this joint announcement, save for (i) the 22,917,327 Shares held by Mr. GL Tao; and (ii) the 20,000,000 Shares held by Mr. J Tao, representing approximately 5.73% and 5.00% of the total issued share capital of the Company, respectively, none of the Joint Offerors and the Joint Offerors’ Concert Parties own, control or have direction over any Shares or voting rights of the Company or any other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company.

Immediately following Completion, the Joint Offerors and the Joint Offerors’ Concert Parties will be interested in an aggregate of 248,917,327 Shares, representing approximately 62.23% of the total issued share capital of the Company, comprising (i) 106,000,000 Shares to be held by Gorgeous Real Investment (one of the Joint Offerors and beneficially wholly owned by Ms. Tao); (ii) 100,000,000 Shares to be held by Variant Wealth (one of the Joint Offerors and beneficially wholly owned by Mr. GL Tao); (iii) 22,917,327 Shares held by Mr. GL Tao; and (iv) 20,000,000 Shares held by Mr. J Tao.

Pursuant to Rule 26.1 of the Takeovers Code, upon Completion, the Joint Offerors are required to make the Offer.

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As at the date of this joint announcement, there are 400,000,000 Shares in issue. The Company does not have any outstanding options, derivatives, warrants or other securities which are convertible or exchangeable into Shares or which confer rights to require the issue of Shares and has not entered into any agreement for the issue of such options, derivatives, warrants or securities which are convertible or exchangeable into Shares or which confer rights to require the issue of Shares. As at the date of this joint announcement, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in issue other than the Shares.

PRINCIPAL TERMS OF THE OFFER

The Offer

Subject to Completion, Lego Securities, for and on behalf of the Joint Offerors and in compliance with the Takeovers Code, will make the Offer on the following basis:

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.2875 in cash

The Offer Price of HK$0.2875 per Offer Share under the Offer is equal to the price per Sale Share paid by the Joint Offerors for the Sale Shares under the Sale and Purchase Agreement.

The principal terms of the Offer are set out in the section headed “Principal Terms of the Offer” of this joint announcement. The Offer will be extended to all Shareholders other than the Joint Offerors and the Joint Offerors’ Concert Parties in accordance with the Takeovers Code.

The Offer Shares to be acquired under the Offer will be fully paid and free from all Encumbrances together with all rights attached thereto, including but not limited to all rights to any dividend or other distribution declared, made or paid on or after the date on which the Offer is made, being the date of despatch of the Composite Document.

The Company confirms that as at the date of this joint announcement, (i) it has not declared any dividend that is not yet paid; and (ii) it does not have any intention to make, declare or pay any future dividend/make other distributions prior to the close of the Offer. If, after the date of this joint announcement, any dividend or other distribution is made or paid in respect of the Offer Shares, the Joint Offerors reserve the right to reduce the Offer Price by an amount equal to the net amount of such dividend or other distribution.

The Offer will be unconditional in all respects when made.

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Irrevocable undertaking for not accepting the Offer

Upon Completion, the Vendor will continue to be the beneficial owner of 14,000,000 Shares, representing 3.50% of the total issued share capital of the Company as at the date of this joint announcement. On 4 September 2022, the Vendor gave the Irrevocable Undertaking to the Joint Offerors that in respect of the Undertaking Shares (i.e. the 14,000,000 Shares that the Vendor will continue to hold upon Completion), (i) it shall not accept the Offer or sell any of the Undertaking Shares to the Joint Offerors or the Joint Offerors’ Concert Parties under the Offer; (ii) it shall not take any other action to make the Undertaking Shares available for acceptance under the Offer; and (iii) it shall hold the Undertaking Shares until, and shall not sell, transfer, dispose of or create or agree to create any encumbrance of or otherwise create any interests on the Undertaking Shares before, the close of the Offer. The Irrevocable Undertaking will cease only upon the close of the Offer.

Total consideration of the Offer

As at the date of this joint announcement, the Company has 400,000,000 Shares in issue. On the basis of the Offer Price being HK$0.2875 per Offer Share, the total issued share capital of the Company would be valued at HK$115,000,000.

Upon Completion, excluding (i) the 106,000,000 Shares to be held by Gorgeous Real Investment (one of the Joint Offerors and beneficially wholly owned by Ms. Tao); (ii) the 100,000,000 Shares to be held by Variant Wealth (one of the Joint Offerors and beneficially wholly owned by Mr. GL Tao); (iii) the 22,917,327 Shares held by Mr. GL Tao; and (iv) the 20,000,000 Shares held by Mr. J Tao, and assuming the Offer is accepted in full, save in respect of the 14,000,000 Shares which are subject to the Irrevocable Undertaking (i.e. the Undertaking Shares) and assuming that there is no change in the total issued share capital of the Company up to the close of the Offer, a total of 137,082,673 Shares (representing approximately 34.27% of the total issued share capital of the Company as at the date of this joint announcement) will be subject to the Offer and the maximum cash consideration payable by the Joint Offerors under the Offer would be approximately HK$39,411,269 based on the Offer Price of HK$0.2875 per Offer Share.

Confirmation of financial resources available for the Offer

The maximum payment obligations payable for the Offer shall be payable in cash. The Joint Offerors intend to finance the maximum payment obligations payable for the Offer by Gorgeous Real Investment’s internal resources. The maximum aggregate amount payable by the Joint Offerors for the Offer would be approximately HK$39,411,269 based on the Offer Price of HK$0.2875 per Offer Share assuming full acceptance of the Offer. It is intended that all the Shares to be acquired through the Offer will be held by Gorgeous Real Investment.

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Lego Corporate Finance, being the financial adviser to the Joint Offerors in respect of the Offer, is satisfied that sufficient financial resources are and will remain available to the Joint Offerors to satisfy the full payment of the Consideration and the maximum payment obligations upon full acceptance of the Offer.

GENERAL

Independent Board Committee and Independent Financial Adviser

Pursuant to Rule 2.1 of the Takeovers Code, a board which receives an offer or which is approached with a view to an offer being made, must, in the interests of shareholders, establish an independent committee of the board to make a recommendation (i) as to whether the offer is, or is not, fair and reasonable; and (ii) as to the acceptance.

The Independent Board Committee, comprising all of the three independent non-executive Directors, namely Mr. Wong Sik Kei, Mr. Sum Chun Ho and Mr. Yung Kai Tai, has been established to advise the Independent Shareholders as to whether the terms of the Offer are fair and reasonable and as to acceptance of the Offer.

The Independent Financial Adviser will be appointed pursuant to Rule 2.1 of the Takeovers Code to advise the Independent Board Committee and the Independent Shareholders in connection with the Offer and in particular as to whether the Offer is, or is not, fair and reasonable and as to its acceptance. Further announcement(s) will be made by the Company as soon as possible upon the appointment of the Independent Financial Adviser.

Despatch of the Composite Document

It is the intention of the Joint Offerors and the Board to combine the offer document and the offeree board circular into the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document in connection with the Offer setting out, among other things, (i) details of the Offer (including the expected timetable and terms of the Offer); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Offer; and (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Offer, together with the Form of Acceptance to the Shareholders, will be despatched jointly by the Joint Offerors and the Company to the Shareholders as soon as practicable within 21 days of the date of this joint announcement unless the Executive grants a consent for extension. It is expected that the Composite Document will be despatched on or before 3 October 2022.

Further announcement(s) regarding the despatch of the Composite Document will be made jointly by the Joint Offerors and the Company as and when appropriate.

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RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on GEM of the Stock Exchange has been suspended with effect from 9:00 a.m. on Monday, 5 September 2022 pending the publication of this joint announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on Wednesday, 14 September 2022.

WARNING

The Offer is a possible mandatory unconditional cash offer and it will only be made if Completion takes place. Accordingly, the transactions contemplated under the Sale and Purchase Agreement may or may not proceed. This joint announcement is made in compliance with the Takeovers Code for the purpose of, amongst other things, informing Shareholders of the fact that the Company has been informed that the Offer may be made. The Independent Board Committee has yet to consider and evaluate the Offer. The Directors make no recommendation as to the fairness or reasonableness of the Offer or as to the acceptance of the Offer in this joint announcement.

Shareholders and potential investors of the Company should exercise caution when dealing in the Shares. If the Shareholders and potential investors of the Company are in any doubt about their position, they should consult their professional advisers. Further announcement(s) will be made jointly by the Joint Offerors and the Company regarding the Offer as and when appropriate.

The Board was informed by the Vendor that on 4 September 2022, the Joint Offerors (as purchasers) and the Vendor (as vendor) entered into the Sale and Purchase Agreement, principal terms of which are summarised below.

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THE SALE AND PURCHASE AGREEMENT

The principal terms of the Sale and Purchase Agreement are summarised below:

Date 4 September 2022

Parties (1) Vendor: LiquidTech Limited (2) Purchasers: Variant Wealth Investment Development Limited (one of the Joint Offerors and beneficially wholly owned by Mr. GL Tao) (as to 100,000,000 Sale Shares, representing 25.00% of the total issued share capital of the Company as at the date of this joint announcement)

Gorgeous Real Investment Holding Limited (one of the Joint Offerors and beneficially wholly owned by Ms. Tao) (as to 106,000,000 Sale Shares, representing 26.50% of the total issued share capital of the Company as at the date of this joint announcement)

Sale Shares

Pursuant to the Sale and Purchase Agreement, the Vendor agreed to sell, and the Joint Offerors agreed to acquire, the full legal and beneficial title and interest in the Sale Shares (being an aggregate of 206,000,000 Shares, representing 51.50% of the total issued share capital of the Company as at the date of this joint announcement) free from any and all Encumbrances as from the Completion Date and together with all dividends, benefits and rights attached or accruing thereto as from the date of the Sale and Purchase Agreement.

The Joint Offerors shall purchase the Sale Shares in the following manner:

(i) the Vendor shall sell, and Variant Wealth shall purchase, 100,000,000 Sale Shares (representing 25.00% of the total issued share capital of the Company as at the date of this joint announcement); and
(ii) the Vendor shall sell, and Gorgeous Real Investment shall purchase, 106,000,000 Sale Shares (representing 26.50% of the total issued share capital of the Company as at the date of this joint announcement).

Consideration

The total Consideration for the Sale Shares is HK$59,225,000 (or HK$0.2875 per Sale Share), of which HK$28,750,000 and HK$30,475,000 are payable by Variant Wealth and Gorgeous Real Investment, respectively, to the Vendor on Completion Date in cash by way of bank transfer or by other means as may be agreed upon by the Vendor and the Joint Offerors.

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The Consideration was determined after arm’s length negotiations between the Vendor and the Joint Offerors taking into account, among others, (i) the business and the historical financial performance and financial position of the Group; (ii) the prospects of the Group’s business; and (iii) the Company’s historical share prices performance traded on the Stock Exchange.

Completion

Pursuant to the Sale and Purchase Agreement, Completion will take place on 23 September 2022, or such other date as agreed by the Joint Offerors and the Vendor. There is no condition precedent to Completion.

POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER

Pursuant to Rule 26.1 of the Takeovers Code, upon Completion, the Joint Offerors are required to make the Offer.

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PRINCIPAL TERMS OF THE OFFER

The Offer

Subject to Completion, Lego Securities, for and on behalf of the Joint Offerors and in compliance with the Takeovers Code, will make the Offer on the following basis:

For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .HK$0.2875 in cash

The Offer Price of HK$0.2875 per Offer Share under the Offer is equal to the price per Sale Share paid by the Joint Offerors for the Sale Shares under the Sale and Purchase Agreement.

The Offer will be extended to all Shareholders other than the Joint Offerors and the Joint Offerors’ Concert Parties in accordance with the Takeovers Code. The Offer Shares to be acquired under the Offer will be fully paid and free from all Encumbrances together with all rights attached thereto, including but not limited to all rights to any dividend or other distribution declared, made or paid on or after the date on which the Offer is made, being the date of despatch of the Composite Document.

The Offer will be unconditional in all respects when made.

Comparison of value

The Offer Price of HK$0.2875 per Offer Share represents:

(i) a premium of approximately 63.35% over the closing price of HK$0.1760 per Share as quoted on the Stock Exchange on the Last Trading Day;
(ii) a premium of approximately 70.93% over the average closing price of approximately HK$0.1682 per Share, being the average closing price of the Shares as quoted on the Stock Exchange for the five consecutive trading days immediately prior to and including the Last Trading Day;

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(iii) a premium of approximately 71.64% over the average closing price of approximately HK$0.1675 per Share, being the average closing price of the Shares as quoted on the Stock Exchange for the 10 consecutive trading days immediately prior to and including the Last Trading Day;
(iv) a premium of approximately 64.76% over the average closing price of approximately HK$0.1745 per Share, being the average closing price of the Shares as quoted on the Stock Exchange for the 30 consecutive trading days immediately prior to and including the Last Trading Day;
(v) a discount of approximately 19.04% to the audited consolidated net assets per Share of approximately HK$0.3551 as at 31 December 2021 as extracted from the annual report of the Company for the year ended 31 December 2021, which was calculated based on 400,000,000 Shares in issue as at the date of this joint announcement; and
(vi) a discount of approximately 5.64% to the unaudited consolidated net assets per Share of approximately HK$0.3047 as at 30 June 2022 as extracted from the interim report of the Company for the six months ended 30 June 2022, which was calculated based on 400,000,000 Shares in issue as at the date of this joint announcement.

Highest and lowest Share prices

During the six-month period immediately prior to the commencement of the offer period on 13 September 2022 (as defined under the Takeovers Code) and up to and including the date of this joint announcement, the highest closing price of the Shares as quoted on the Stock Exchange was HK$0.200 per Share on trading days during the period from 17 March 2022 to 1 April 2022 and the lowest closing price of the Shares as quoted on the Stock Exchange was HK$0.145 per Share on 1 June 2022.

Irrevocable undertaking for not accepting the Offer

Upon Completion, the Vendor will continue to be the beneficial owner of 14,000,000 Shares, representing 3.50% of the total issued share capital of the Company as at the date of this joint announcement. The number of the Sale Shares to be sold by the Vendor to the Joint Offerors was determined after arm’s length negotiations between the Vendor and the Joint Offerors after taking into account the Joint Offerors’ intention to acquire a controlling stake in the Company and the need to incentivise the shareholders of the Vendor to run the business of Global Telecom Company Limited (“ Global Telecom ”), the Company’s principal operating subsidiary in Korea. The Vendor is ultimately and beneficially owned as to approximately 25.34% by Mr. Suh Seung Hyun, 22.71% by Mr. Lee Seung Han, 18.14% by Mr. Phung, 14.03% by Mr. Park Hyeoung Jin, 14.03% by Mr. Lee Sung Gue, 3.40% by Mr. Lee Je Eun and 2.35% by Ms. Marilyn Tang. Mr. Suh Seung Hyun, Mr. Lee Seung Han and Mr. Phung, in particular, have extensive experience in the information and communications technology industry and are considered to be key persons in leading Global Telecom and are considered

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to be essential for its growth and development. After due consideration, it is considered that the retention of 14,000,000 Shares, representing 3.50% of the total issued share capital of the Company as at the date of this joint announcement, by the Vendor will provide an effective and practical means of maintaining the continuity and stability of the Group by establishing a long term and strategic alliance with the Vendor. The retention of such shareholding interests in the Company by the Vendor can also serve as an incentive to motivate the shareholders of the Vendor to create and focus on the shareholders’ value of the Group and to retain each of Mr. Suh Seung Hyun, Mr. Lee Seung Han and Mr. Phung in the management level of the Group. It is also intended that Mr. Lee Seung Han will remain as an executive Director after the Offer.

On 4 September 2022, the Vendor gave the Irrevocable Undertaking to the Joint Offerors that in respect of the Undertaking Shares (i.e. the 14,000,000 Shares that the Vendor will continue to hold upon Completion), (i) it shall not accept the Offer or sell any of the Undertaking Shares to the Joint Offerors or the Joint Offerors’ Concert Parties under the Offer; (ii) it shall not take any other action to make the Undertaking Shares available for acceptance under the Offer; and (iii) it shall hold the Undertaking Shares until, and shall not sell, transfer, dispose of or create or agree to create any encumbrance of or otherwise create any interests on the Undertaking Shares before, the close of the Offer. The Irrevocable Undertaking will cease only upon the close of the Offer.

Total consideration of the Offer

Upon Completion, excluding (i) the 106,000,000 Shares to be held by Gorgeous Real Investment (one of the Joint Offerors and beneficially wholly owned by Ms. Tao); (ii) the 100,000,000 Shares to be held by Variant Wealth (one of the Joint Offerors and beneficially wholly owned by Mr. GL Tao); (iii) the 22,917,327 Shares held by Mr. GL Tao; and (iv) the 20,000,000 Shares held by Mr. J Tao, and assuming the Offer is accepted in full save in respect of the 14,000,000 Shares which are subject to the Irrevocable Undertaking (i.e. the Undertaking Shares) and assuming that there is no change in the total issued share capital of the Company up to the close of the Offer, a total of 137,082,673 Shares (representing approximately 34.27% of the total issued share capital of the Company as at the date of this joint announcement) will be subject to the Offer and the maximum cash consideration payable by the Joint Offerors under the Offer would be approximately HK$39,411,269 based on the Offer Price of HK$0.2875 per Offer Share.

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Confirmation of financial resources available for the Offer

Effect of accepting the Offer

Acceptance of the Offer by any Independent Shareholder will be deemed to constitute a warranty by such person that all Offer Shares sold by such person under the Offer are free from all Encumbrances together with all rights attached thereto, including but not limited to all rights to any dividend or other distribution declared, made or paid on or after the date on which the Offer is made, being the date of the despatch of the Composite Document. The Company confirms that as at the date of this joint announcement, (i) it has not declared any dividend that is not yet paid; and (ii) it does not have any intention to make, declare or pay any future dividend/make other distributions prior to the close of the Offer.

Acceptance of the Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code.

Stamp duty

In Hong Kong, seller’s ad valorem stamp duty arising in connection with acceptance of the Offer will be payable by the relevant Independent Shareholders at a rate of 0.13% of (i) the market value of the Offer Shares; or (ii) the consideration payable by the Joint Offerors in respect of the relevant acceptance of the Offer, whichever is higher, and will be deducted from the cash amount payable by the Joint Offerors to the Independent Shareholders who accept the Offer.

The Joint Offerors will arrange for payment of the seller’s ad valorem stamp duty on behalf of the Independent Shareholders accepting the Offer and will pay the buyer’s ad valorem stamp duty in connection with the acceptance of the Offer and the transfer of the relevant Offer Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong).

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Payment

Payment in cash in respect of acceptance of the Offer will be made as soon as possible but in any event within seven (7) business days (as defined in the Takeovers Code) of the date on which the duly completed acceptance of the Offer is received. Relevant documents evidencing title in respect of such acceptance must be received by or on behalf of the Joint Offerors (or their agent) to render each such acceptance of the Offer complete and valid in accordance with Rule 20.1 and Note 1 to Rule 30.2 of the Takeovers Code.

No fractions of a Hong Kong cent will be payable and the amount of the consideration payable to a Shareholder who accepts the Offer will be rounded up to the nearest Hong Kong cent.

Taxation advice

Independent Shareholders are recommended to consult their own professional advisers if they are in any doubt as to the taxation implications of accepting or rejecting the Offer. None of the Joint Offerors, the Joint Offerors’ Concert Parties, the Company, Lego Corporate Finance, Lego Securities, and (as the case may be) their respective ultimate beneficial owners, directors, officers, agents, associates, professional advisors or any other person involved in the Offer accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Offer.

Availability of the Offer to overseas Independent Shareholders

To the extent practicable and permissible under applicable laws and regulations, the Joint Offerors intend to make the Offer available to all the Independent Shareholders, including those with registered addresses in a jurisdiction outside Hong Kong. The availability of the Offer to persons with a registered address in a jurisdiction outside Hong Kong may be affected by the laws of the relevant overseas jurisdictions. The making of the Offer to persons with registered addresses in jurisdictions outside Hong Kong may be prohibited or limited by the laws or regulations of the relevant jurisdictions. Such Independent Shareholders who are citizens, residents or nationals of a jurisdiction outside Hong Kong should observe any applicable legal or regulatory requirements and, where necessary, seek legal advice. Persons who are residents, citizens or nationals outside Hong Kong should inform themselves about and observe, at their own responsibility, any applicable laws, regulations, requirements and restrictions in their own jurisdictions in connection with the acceptance of the Offer, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with the other necessary formalities and the payment of any issue, transfer or other taxes due from such Independent Shareholder in respect of such jurisdiction.

Any acceptance by the Independent Shareholders with a registered address in a jurisdiction outside Hong Kong will be deemed to constitute a representation and warranty from such overseas Independent Shareholders to the Joint Offerors that the local laws and requirements have been complied with and such acceptance shall be valid and binding in accordance with all applicable laws. Such overseas Independent Shareholders should consult their respective professional advisers if in doubt.

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If the receipt of the Composite Document by the overseas Independent Shareholders is prohibited by any applicable laws and regulations or may only be effected upon compliance with conditions or requirements in such overseas jurisdictions that would be unduly burdensome, the Composite Document, subject to the Executive’s consent, will not be despatched to such overseas Independent Shareholders and this will not affect the overseas Independent Shareholders’ right to accept the Offer. In those circumstances, the Joint Offerors will apply for any waivers as may be required pursuant to Note 3 to Rule 8 of the Takeovers Code at such time.

DEALING AND INTERESTS IN THE COMPANY’S SECURITIES

Save for (i) the 22,917,327 Shares held by Mr. GL Tao which were acquired from Asia Media Systems Pte. Ltd. (the sole shareholder of the Vendor) in 2021; (ii) the 20,000,000 Shares held by Mr. J Tao which were acquired from Asia Media Systems Pte. Ltd. in 2021; and (iii) the acquisition of the Sale Shares by the Joint Offerors under the Sale and Purchase Agreement, none of the Joint Offerors, the ultimate beneficial owners of the Joint Offerors nor the parties acting in concert with any of them has dealt for value in nor owned any Shares, options, derivatives, warrants or other securities convertible into Shares during the six-month period immediately prior to the commencement of the offer period on 13 September 2022 (as defined under the Takeovers Code) and up to and including the date of this joint announcement.

OTHER ARRANGEMENTS OR AGREEMENTS

As at the date of this joint announcement:

(i) save for (i) the 22,917,327 Shares held by Mr. GL Tao which were acquired from Asia Media Systems Pte. Ltd. (the sole shareholder of the Vendor) in 2021; and (ii) the 20,000,000 Shares held by Mr. J Tao which were acquired from Asia Media Systems Pte. Ltd. in 2021, none of the Joint Offerors, their respective ultimate beneficial owner and/ or parties acting in concert with any of them holds, owns or has control or direction over any voting rights or rights over the Shares or convertible securities, options, warrants or derivatives in respect of such securities of the Company;
(ii) there is no outstanding derivative in respect of the securities in the Company which is owned, controlled or directed by, or has been entered into by the Joint Offerors, their respective ultimate beneficial owner and/or any person acting in concert with any of them;
(iii) save for the Sale and Purchase Agreement and the Irrevocable Undertaking, there is no arrangement (whether by way of option, indemnity or otherwise) of the kind referred to in Note 8 to Rule 22 of the Takeovers Code in relation to the shares of the Joint Offerors or the Shares and which might be material to the Offer;

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(iv) save for the Sale and Purchase Agreement and the Irrevocable Undertaking, there is no agreement or arrangement to which any of the Joint Offerors is a party which relates to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offer;
(v) save for the Irrevocable Undertaking, none of the Joint Offerors, their respective ultimate beneficial owner and/or parties acting in concert with any of them has received any irrevocable commitment(s) to accept or reject the Offer;
(vi) none of the Joint Offerors, their respective ultimate beneficial owner and/or parties acting in concert with any of them has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company;
(vii) there is no agreement, arrangement or understanding that any securities acquired in pursuance of the Offer would be transferred, charged or pledged to any other persons;
(viii) save for the Sale and Purchase Agreement and the Irrevocable Undertaking, there is no understanding, arrangement, agreement or special deal (as defined under Rule 25 of the Takeovers Code) between the Joint Offerors, their respective ultimate beneficial owner and/or parties acting in concert with any of them on the one hand, and the Vendor and/or parties acting in concert with it on the other hand;
(ix) save for the Sale and Purchase Agreement and the Irrevocable Undertaking, there is no understanding, arrangement or agreement or special deal (as defined under Rule 25 of the Takeover Code) between (i) any Shareholder; and (ii)(a) the Joint Offerors, their respective ultimate beneficial owner or any party acting in concert with any of them or (ii) (b) the Company, its subsidiaries or associated companies;
(x) save for the Consideration to paid by the Joint Offerors to the Vendor under the Sale and Purchase Agreement, there is no other consideration, compensation or benefit in whatever form paid or to be paid by the Joint Offerors, their respective ultimate beneficial owner or any parties acting in concert with any of them to the Vendor or any party acting in concert with it in connection with the sale and purchase of the Sale Shares;
(xi) save for the Sale and Purchase Agreement and the Irrevocable Undertaking, there is no agreement, arrangement or understanding (including any compensation arrangement) between the Joint Offerors, their respective ultimate beneficial owner or any person acting in concert with any of them and any of the Directors, recent directors of the Company, Shareholders or recent shareholders of the Company having any connection with or dependence upon the Offer; and
(xii) no benefit (other than statutory compensation) was or would be given to any Director as compensation for loss of office or otherwise in connection with the Offer.

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Independent Shareholders are reminded to read the recommendations of the Independent Board Committee and the advice of the Independent Financial Adviser in respect of the Offer and as to acceptance that will be included in the Composite Document before deciding whether or not to accept the Offer.

SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the shareholding structure of the Company (i) as at the date of this joint announcement; and (ii) immediately following Completion (assuming no other changes to the shareholding structure of the Company from the date of this joint announcement to Completion):

Shareholders The Joint Offerors and the Joint Offerors’ Concert Parties – Variant Wealth (Note 1) – Gorgeous Real Investment_(Note 2) – Mr. GL Tao – Mr. J Tao Subtotal The Vendor(Note 3)_ Public Shareholders Total	As at the date of this joint announcement Number of Shares Approximate % of issued Shares – – – – 22,917,327 5.73 20,000,000 5.00 42,917,327 10.73 220,000,000 55.00 137,082,673 34.27 400,000,000 100.00	Immediately following Completion (assuming no other changes to the shareholding structure of the Company from the date of this joint announcement to Completion) Number of Shares Approximate % of issued Shares 100,000,000 25.00 106,000,000 26.50 22,917,327 5.73 20,000,000 5.00 248,917,327 62.23 14,000,000 3.50 137,082,673 34.27 400,000,000 100.00

Notes:

Variant Wealth is beneficially wholly owned by Mr. GL Tao, an executive Director.
Gorgeous Real Investment is beneficially wholly owned by Ms. Tao.

– 16 –

The Vendor is wholly owned by Asia Media Systems Pte. Ltd. (“ AMS ”) which in turn is owned by Mr. Suh Seung Hyun, Mr. Lee Seung Han, Mr. Phung, Mr. Park Hyeoung Jin, Mr. Lee Sung Gue, Mr. Lee Je Eun and Ms. Marilyn Tang as to approximately 25.34%, 22.71%, 18.14%, 14.03%, 14.03%, 3.40% and 2.35%, respectively. Ms. Marilyn Tang is the owner of approximately 2.35% of the issued shares of AMS and the spouse of Mr. Phung. As such, Mr. Phung is deemed to be interested in all the Shares in which Ms. Marilyn Tang is interested under Part XV of the SFO. Mr. Suh Seung Hyun, Mr. Lee Seung Han, Mr. Phung are executive Directors.

INFORMATION ON THE GROUP

The Company is an exempted company incorporated in the Cayman Islands with limited liability on 4 January 2016, the Shares of which have been listed on GEM of the Stock Exchange since 8 July 2016. The principal activity of the Company is investment holding. The Group is principally engaged in the provision of (i) integration of systems with network connectivity, cloud computing and security elements; (ii) maintenance services; and (iii) cyber security services in Korea and Hong Kong.

FINANCIAL INFORMATION OF THE GROUP

Set out below is a summary of the financial information of the Group for (i) each of the three financial years ended 31 December 2019, 2020 and 2021 as extracted from the annual reports of the Company for the years ended 31 December 2019, 2020 and 2021; and (ii) the six months ended 30 June 2021 and 2022 as extracted from the interim reports of the Company for the six months ended 30 June 2021 and 2022:

				For the six	For the six
				months ended	months ended
	For the year ended 31 December			30 June	30 June
	2019	2020	2021	2021	2022
	(HK$’000)	(HK$’000)	(HK$’000)	(HK$’000)	(HK$’000)
	(Audited)	(Audited)	(Audited)	(Unaudited)	(Unaudited)
Revenue	646,470	679,053	720,569	341,383	271,492
Profit/(loss) for the year/period	4,041	7,513	8,690	10,645	(9,781)
Attributable to:
– Owners of the Company	4,373	7,876	7,250	10,849	(8,570)
– Non-controlling interests	(332)	(363)	1,440	(204)	(1,211)
Total comprehensive (expense)/
income for the year/period	(1,011)	13,320	(1,331)	7,017	(20,148)
Attributable to:
– Owners of the Company	(679)	13,683	(2,771)	7,225	(18,944)
– Non-controlling interests	(332)	(363)	1,440	(208)	(1,204)

As disclosed in the interim report of the Company for the six months ended 30 June 2022, the unaudited consolidated net assets of the Company as at 30 June 2022 was approximately HK$121.9 million.

– 17 –

INFORMATION ON THE JOINT OFFERORS

Variant Wealth (one of the Joint Offerors) is a company incorporated in the Republic of Seychelles with limited liability on 11 January 2021. It is an investment holding company and does not hold any assets/businesses as at the date of this joint announcement. As at the date of this joint announcement, Variant Wealth is beneficially wholly owned by Mr. GL Tao who is an executive Director and the sole director of Variant Wealth.

Gorgeous Real Investment (one of the Joint Offerors) is a company incorporated in the British Virgin Islands with limited liability on 23 June 2021. It is an investment holding company and does not hold any assets/businesses as at the date of this joint announcement. As at the date of this joint announcement, Gorgeous Real Investment is beneficially wholly owned by Ms. Tao who is the sole director of Gorgeous Real Investment.

Mr. GL Tao, is the sole beneficial owner and the sole director of Variant Wealth. He is an executive Director and the brother of Mr. J Tao and Ms. Tao (please refer to below for her biography). Mr. GL Tao obtained his bachelor’s degree in business administration, majoring in marketing, from Beijing University of Technology (北京工業大學) in Beijing of the PRC in July 2001. Mr. GL Tao has extensive experience in trading and commerce as well as the real estate industry. He had served in a number of companies, including Jinke Property Group Co., Ltd (金科地產集團股份有限公司) (a company listed on the Shenzhen Stock Exchange (stock code: 000656)), Chongqing Runtong Commerce Co., Ltd. (重慶潤通商貿有限公司) and Chongqing Xinshili Investment Company Limited (重慶新實力投資有限公司). He has been the president of Chongqing Home Furnishing Industry Chamber of Commerce (重慶市家居行業商會) since December 2015.

Ms. Tao, is the sole beneficial owner and the sole director of Gorgeous Real Investment. She is the sister of Mr. GL Tao and Mr. J Tao. Ms. Tao obtained her bachelor’s degree from Southwest Institute of Technology (西南工學院) (currently known as Southwest University of Science and Technology (西南科技大學)) in Chongqing of the PRC in June 1996. Ms. Tao has extensive experience in supply chain-related and real estate-related multi-industry management. She had served in a number of companies, including Jinke Property Group Co., Ltd (金科地產集團股份有限公司) (a company listed on the Shenzhen Stock Exchange (stock code: 000656)), Chongqing Hongtao Culture Media Co., Ltd. (重慶虹淘文化傳媒有限公司), Chongqing Hongtai Real Estate Co., Limited (重慶市宏泰房地產公司), Chongqing Jianglong Construction Group (重慶市江龍建設集團) and Chongqing City Hongtao Investment Company Limited (重慶市虹淘投資股份有限公司).

As at the date of this joint announcement, save for (i) the 22,917,327 Shares held by Mr. GL Tao; and (ii) the 20,000,000 Shares held by Mr. J Tao, representing approximately 5.73% and 5.00% of the total issued share capital of the Company, respectively, none of the Joint Offerors, their respective ultimate beneficial owner and sole director (being Mr. GL Tao and Ms. Tao), and the parties acting in concert with any of the Joint Offerors is interested in any Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company.

– 18 –

THE JOINT OFFERORS’ INTENTION ON THE GROUP

Following the close of the Offer, it is the intention of the Joint Offerors that the Group will continue with its existing principal business. The Joint Offerors do not intend to introduce any major changes to the existing operations and business of the Group immediately after the close of the Offer and will neither redeploy nor dispose of any of the assets (including fixed assets) of the Group other than in the ordinary course of business.

Nevertheless, following the close of the Offer, the Joint Offerors will conduct a detailed review on the existing principal operations and business, and the financial position of the Group for the purpose of formulating business plans and strategies for the Group’s long-term business development and will explore other business opportunities for the Group. Subject to the results of the review, and should suitable investment or business opportunities arise, the Joint Offerors may consider whether any assets and/or business acquisitions or disposals by the Group will be appropriate in order to enhance its growth. Any acquisition or disposal of the assets or business of the Group, if any, will be in compliance with the GEM Listing Rules and the Takeovers Code.

As at the date of this joint announcement, no investment or business opportunity has been identified nor has any of the Joint Offerors entered into any agreement, arrangement, understanding or negotiation in relation to (a) the injection of any assets or business into the Group; or (b) the disposal of any assets or business of the Group.

Save for the proposed change(s) to the composition of the Board as mentioned below, the Joint Offerors have no plan to terminate the employment of any other employees or other personnel of the Group. However, the Joint Offerors reserve the right to make any changes that they deem necessary or appropriate to the benefit of the Group.

PROPOSED CHANGE TO THE BOARD COMPOSITION OF THE COMPANY

As at the date of this joint announcement, the Board comprises Mr. Suh Seung Hyun, Mr. Phung, Mr. Lee Seung Han, Mr. Ryoo Seong Ryul and Mr. GL Tao as the executive Directors; and Mr. Wong Sik Kei, Mr. Sum Chun Ho and Mr. Yung Kai Tai as the independent nonexecutive Directors.

It is intended that all of the existing Directors, except Mr. GL Tao and Mr. Lee Seung Han, will resign from the Board with effect from a date no earlier than the date of the close of the Offer or at the earliest time permitted under the Takeovers Code.

The Joint Offerors intend to nominate new Directors to the Board to facilitate the business operation, management and strategy of the Group after the date on which the Composite Document is posted or such other date as permitted under the Takeovers Code. As at the date of this joint announcement, the Joint Offerors are in the process of identifying any suitable candidates as members of the Board.

– 19 –

Any changes to the members of the Board will be made in compliance with the Takeovers Code and the GEM Listing Rules.

PUBLIC FLOAT AND MAINTENANCE OF THE LISTING STATUS OF THE COMPANY

The Joint Offerors intend to maintain the listing of the Shares on the Stock Exchange. Each of the Company, the Directors, the Joint Offerors, the sole director of each of the Joint Offerors and the new Directors to be appointed will undertake to the Stock Exchange to take appropriate steps to ensure that not less than 25% of the issued share capital of the Company will continue to be held by the public at all material times.

The Stock Exchange has stated that if, at the close of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public, or if the Stock Exchange believes that:

(i) a false market exists or may exist in the trading of the Shares; or
(ii) there are insufficient Shares in public hands to maintain an orderly market,

it will consider exercising its discretion to suspend dealings in the Shares.

Therefore, it should be noted that upon close of the Offer, there may be insufficient public float of the Shares and the trading in the Shares may be suspended until sufficient public float exists for the Shares.

The Company will make an application to the Stock Exchange for a temporary waiver from strict compliance with Rule 11.23(7) of the GEM Listing Rules in case less than 25% of the issued share capital of the Company will be held by the public upon the close of the Offer. Appropriate steps will be taken to ensure public float will be restored as soon as possible after the close of the Offer.

Further announcement(s) regarding the restoration of public float will be made by the Company as and when appropriate.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

– 20 –

DESPATCH OF COMPOSITE DOCUMENT

It is the intention of the Joint Offerors and the Board to combine the offer document and the offeree board circular into the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document in connection with the Offer setting out, among other things, (i) details of the Offer (including the expected timetable and the terms of the Offer); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Offer; and (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Offer, together with the Form of Acceptance to the Shareholders, will be despatched jointly by the Joint Offerors and the Company to the Shareholders as soon as practicable within 21 days of the date of this joint announcement unless the Executive grants a consent for extension. It is expected that the Composite Document will be despatched on or before 3 October 2022.

Further announcement(s) regarding the despatch of the Composite Document will be made jointly by the Joint Offerors and the Company as and when appropriate.

DISCLOSURE OF DEALINGS

In accordance with Rule 3.8 of the Takeovers Code, associates of the Company and the Joint Offerors (including persons who own or control 5% or more of any class of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company and the Joint Offerors) are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code.

R E S P O N S I B I L I T I E S O F S T O C K B R O K E R S , B A N K S A N D O T H E R INTERMEDIARIES

In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:

“ Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them.

– 21 –

Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

RESUMPTION OF TRADING

WARNING

– 22 –

DEFINITIONS

In this joint announcement, unless the context otherwise requires, the following expressions have the following meanings:

“acting in concert” has the meaning ascribed to it under the Takeovers Code “associate(s)” has the meaning ascribed to it under the Takeovers Code “Board” the board of Directors
“Company” Future Data Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM (stock code: 8229)
“Completion” completion of the sale and purchase of the Sale Shares in accordance with the terms and conditions of the Sale and Purchase Agreement, which will take place on the Completion Date
“Completion Date” 23 September 2022, or such other date as agreed by the Joint Offerors and the Vendor in accordance with the Sale and Purchase Agreement
“Composite Document” the composite offer and response document to be jointly issued by the Joint Offerors and the Company to the Shareholders in connection with the Offer in accordance with the Takeovers Code
“connected person(s)” has the meaning ascribed to it under the GEM Listing Rules
“Consideration” the purchase price for the sale and purchase of the Sale Shares under the Sale and Purchase Agreement, being an aggregate of HK$59,225,000, which is equivalent to HK$0.2875 per Sale Share
“Director(s)” the director(s) of the Company
“Encumbrances”
any lien, pledge, encumbrance, charge (fixed or floating), mortgage, third party claim, debenture, option, right of pre-emption, right to acquire, assignment by way of security, trust arrangement for the purpose of providing security or other security interests of any kind, including retention arrangements or other encumbrances and any agreement to create any of the foregoing

– 23 –

“Executive” the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director “Form of Acceptance” the form of acceptance and transfer of the Offer Shares “GEM” GEM of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM of the Stock Exchange “Gorgeous Real Investment” Gorgeous Real Investment Holding Limited (華置投資控股有限公司), a company incorporated in the British Virgin Islands with limited liability, which is beneficially wholly owned by Ms. Tao “Group” the Company and its subsidiaries “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board Committee” the independent board committee of the Board (comprising all of the three independent non-executive Directors, namely Mr. Wong Sik Kei, Mr. Sum Chun Ho and Mr. Yung Kai Tai) which has been established to advise the Independent Shareholders in connection with the terms of the Offer and as to the acceptance of the Offer

“Independent Financial the independent financial adviser to be appointed by the Adviser” Company to advise the Independent Board Committee and the Independent Shareholders in connection with the Offer
“Independent Shareholder(s)”
Shareholder(s) other than the Joint Offerors and the Joint Offerors’ Concert Parties
“Independent Third Party(ies)” party(ies) independent of and not connected with the Company and its connected persons
“Irrevocable Undertaking” the irrevocable undertaking dated 4 September 2022 given by the Vendor to the Joint Offerors
“Joint Offerors” collectively, Gorgeous Real Investment and Variant Wealth, being the purchasers of the Sale Shares and the joint offerors in relation to the Offer

– 24 –

“Joint Offerors’ Concert Parties” party(ies) acting in concert and presumed to be acting in concert with the Joint Offerors as determined in accordance with the Takeovers Code (including Mr. GL Tao, Mr. J Tao and Ms. Tao and/or parties in concert with any of them)
“Last Trading Day”
2 September 2022, being the last trading day of the Shares on GEM of the Stock Exchange immediately prior to the trading suspension in the Shares pending the publication of this joint announcement
“Lego Corporate Finance” Lego Corporate Finance Limited, a corporation licensed by the SFC to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, being the financial adviser to the Joint Offerors in respect of the Offer
“Lego Securities” Lego Securities Limited, a corporation licensed by the SFC to carry out Type 1 (dealing in securities) regulated activity under the SFO, being the agent making the Offer for and on behalf of the Joint Offerors
“Mr. GL Tao” Mr. Tao Guolin, an executive Director, the sole ultimate beneficial owner of Variant Wealth (one of the Joint Offerors) and the brother of Mr. J Tao and Ms. Tao. Mr. Tao Guolin is one of the Joint Offerors’ Concert Parties and he holds 22,917,327 Shares (representing approximately 5.73% of the total issued share capital of the Company) as at the date of this joint announcement
“Mr. J Tao”
Mr. Tao Jian, the brother of Mr. GL Tao and Ms. Tao. Mr. Tao Jian is one of the Joint Offerors’ Concert Parties and he holds 20,000,000 Shares (representing 5.00% of the total issued share capital of the Company) as at the date of this joint announcement
“Mr. Phung”
Mr. Phung Nhuong Giang, an executive Director. He holds approximately 18.14% of the issued shares of Asia Media Systems Pte. Ltd., the sole shareholder of the Vendor, as at the date of this joint announcement
“Ms. Tao”
Ms. Tao Hongxia, the sole ultimate beneficial owner of Gorgeous Real Investment (one of the Joint Offerors) and the sister of Mr. GL Tao and Mr. J Tao. Ms. Tao is one of the Joint Offerors’ Concert Parties

– 25 –

“Offer”	the mandatory unconditional cash offer to be made by
	Lego Securities for and on behalf of the Joint Offerors
	to acquire all the issued Shares (other than those already
	owned and/or agreed to be acquired by the Joint Offerors
	and the Joint Offerors’ Concert Parties) pursuant to
	Rule 26.1 of the Takeovers Code
“Offer Price”	the price of HK$0.2875 per Offer Share at which the Offer
	will be made in cash
“Offer Share(s)”	all of the issued Share(s), other than those already owned
	and/or agreed to be acquired by the Joint Offerors and the
	Joint Offerors’ Concert Parties
“PRC”	the People’s Republic of China
“Sale and Purchase Agreement”	the sale and purchase agreement dated 4 September 2022
	entered into between the Joint Offerors and the Vendor in
	relation to the sale and purchase of the Sale Shares
“Sale Share(s)”	an aggregate of 206,000,000 Shares agreed to be sold by
	the Vendor pursuant to the Sale and Purchase Agreement,
	representing 51.50% of the total number of issued Shares
	as at the date of this joint announcement
“SFC”	the Securities and Futures Commission of Hong Kong
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“Undertaking Shares”	the 14,000,000 Shares (representing 3.50% of the total
	issued share capital of the Company as at the date of this
	joint announcement) that the Vendor will continue to hold
	upon Completion, being the subject of the Irrevocable
	Undertaking

– 26 –

“Variant Wealth”

Variant Wealth Investment Development Limited (偉富投資發展有限公司), a company incorporated in the Republic of Seychelles with limited liability, which is beneficially wholly owned by Mr. GL Tao

“Vendor”

LiquidTech Limited, a company incorporated in the British Virgin Islands with limited liability and the entire issued share capital of the Vendor is beneficially owned by Asia Media Systems Pte. Ltd., which in turn is owned as to approximately 25.34% by Mr. Suh Seung Hyun, 22.71% by Mr. Lee Seung Han, 18.14% by Mr. Phung, 14.03% by Mr. Park Hyeoung Jun, 14.03% by Mr. Lee Sung Gue, 3.40% by Mr. Lee Je Eun and 2.35% by Ms. Marilyn Tang. As at the date of this joint announcement, LiquidTech Limited holds 220,000,000 Shares (representing 55.00% of the total number of issued Shares). Upon Completion, LiquidTech Limited will continue to hold 14,000,000 Shares (representing 3.50% of the total number of issued Shares)

“%”

per cent

By order of the board of VARIANT WEALTH INVESTMENT DEVELOPMENT LIMITED 偉富投資發展有限公司 Tao Guolin Sole Director

By order of the board of By order of the Board GORGEOUS REAL FUTURE DATA GROUP INVESTMENT HOLDING LIMITED LIMITED Suh Seung Hyun 華置投資控股有限公司 Chairman Tao Hongxia Sole Director

Hong Kong, 13 September 2022

As at the date of this joint announcement, the executive Directors are Mr. Suh Seung Hyun, Mr. Phung, Mr. Lee Seung Han, Mr. Ryoo Seong Ryul and Mr. GL Tao; and the independent non-executive Directors are Mr. Wong Sik Kei, Mr. Sum Chun Ho and Mr. Yung Kai Tai.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Joint Offerors and the Joint Offerors’ Concert Parties (excluding Mr. GL Tao)), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of each of the Joint Offerors (excluding Mr. GL Tao)) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any such statement contained in this joint announcement misleading.

– 27 –

As at the date of this joint announcement, Mr. GL Tao is the sole director of Variant Wealth Investment Development Limited (one of the Joint Offerors) and Ms. Tao is the sole director of Gorgeous Real Investment Holding Limited (one of the Joint Offerors).

The sole director of each of the Joint Offerors (being Mr. GL Tao and Ms. Tao) jointly and severally accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group and the Vendor (excluding Mr. GL Tao)), and confirms, having made all reasonable enquires, that to the best of his/her knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors (excluding Mr. GL Tao)) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any such statement contained in this joint announcement misleading.

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

The English text of this joint announcement shall prevail over its Chinese text.

For identification purposes only

– 28 –

AI assistant

Future Data Group Limited — Capital/Financing Update 2022

51343_rns_2022-09-13_9812b5a7-26d0-47ef-a19a-2062db2b3680.pdf

JOINT ANNOUNCEMENT

(4) RESUMPTION OF TRADING

THE SALE AND PURCHASE AGREEMENT

POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER

PRINCIPAL TERMS OF THE OFFER

The Offer

Irrevocable undertaking for not accepting the Offer

Total consideration of the Offer

Confirmation of financial resources available for the Offer

GENERAL

Independent Board Committee and Independent Financial Adviser

Despatch of the Composite Document

RESUMPTION OF TRADING

WARNING

THE SALE AND PURCHASE AGREEMENT

Sale Shares

Consideration

Completion

POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER

PRINCIPAL TERMS OF THE OFFER

The Offer

Comparison of value

Highest and lowest Share prices

Irrevocable undertaking for not accepting the Offer

Total consideration of the Offer

Confirmation of financial resources available for the Offer

Effect of accepting the Offer

Stamp duty

Payment

Taxation advice

Availability of the Offer to overseas Independent Shareholders

DEALING AND INTERESTS IN THE COMPANY’S SECURITIES

OTHER ARRANGEMENTS OR AGREEMENTS

SHAREHOLDING STRUCTURE OF THE COMPANY

INFORMATION ON THE GROUP

FINANCIAL INFORMATION OF THE GROUP

INFORMATION ON THE JOINT OFFERORS

THE JOINT OFFERORS’ INTENTION ON THE GROUP

PROPOSED CHANGE TO THE BOARD COMPOSITION OF THE COMPANY

PUBLIC FLOAT AND MAINTENANCE OF THE LISTING STATUS OF THE COMPANY

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

DESPATCH OF COMPOSITE DOCUMENT

DISCLOSURE OF DEALINGS

R E S P O N S I B I L I T I E S O F S T O C K B R O K E R S , B A N K S A N D O T H E R INTERMEDIARIES

“ Responsibilities of stockbrokers, banks and other intermediaries

RESUMPTION OF TRADING

WARNING

DEFINITIONS

“Variant Wealth”

“Vendor”

“%”

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Future Data Group Limited Capital/Financing Update 2022