Future Data Group Limited — Capital/Financing Update 2023

Feb 17, 2023

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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

FUTURE DATA GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8229)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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Reference is made to the announcement of Future Data Group Limited (the “ Company ”) dated 26 January 2023 (the “ Announcement ”) in relation to the placing of new shares under general mandate. Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement.

COMPLETION OF THE PLACING

The Board is pleased to announce that the Conditions set out in the Placing Agreement have been fulfilled and completion of the Placing (“ Completion ”) took place on 17 February 2023. All the 80,000,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees at the Placing Price of HK$0.22 per Placing Share pursuant to the terms and conditions of the Placing Agreement. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Placees and their respective ultimate beneficial owners (where applicable) are Independent Third Parties. None of the Placees has become a substantial shareholder (as defined under the GEM Listing Rules) of the Company upon Completion.

The 80,000,000 Placing Shares represent 20.00% of the existing issued share capital of the Company immediately before Completion and approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares immediately upon Completion.

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The net proceeds from the Placing (after deduction of commission and other expenses of the Placing) amounted to approximately HK$17.2 million, which are intended to be used as to (i) approximately HK$10.0 million for the repayment of the Group’s indebtedness; and (ii) the remaining net proceeds from the Placing of approximately HK$7.2 million for replenishing the working capital of the Group to support its business operations, such as for funding the performance guarantee required by the Group’s customers.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) immediately before Completion; and (ii) immediately upon Completion and as at the date of this announcement is as follows:

Gorgeous Real Investment Holding Limited_(Notes 2, 4) Variant Wealth Investment Development Limited(Notes 3, 4) Mr. Tao Guolin(Notes 3, 4) Mr. Tao Jian(Note 4) LiquidTech Limited(Note 5) Public Shareholders The Placees Other Public Shareholders Total _Notes:	Immediately before Completion Number of Shares Approx. % (Note 1) 142,411,750 35.60 100,000,000 25.00 22,917,327 5.73 20,000,000 5.00 14,000,000 3.50 – – 100,670,923 25.17 400,000,000 100.00	Immediately upon Completion and as at the date of this announcement Number of Shares Approx. % (Note 1) 142,411,750 29.67 100,000,000 20.83 22,917,327 4.77 20,000,000 4.17 14,000,000 2.92 80,000,000 16.67 100,670,923 20.97 480,000,000 100.00	Immediately upon Completion and as at the date of this announcement Number of Shares Approx. % (Note 1) 142,411,750 29.67 100,000,000 20.83 22,917,327 4.77 20,000,000 4.17 14,000,000 2.92 80,000,000 16.67 100,670,923 20.97 480,000,000 100.00
			100.00

1. The above percentage figures are subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

2. Gorgeous Real Investment Holding Limited is beneficially and wholly owned by Ms. Tao Hongxia, an executive Director and the chairlady of the Board.

3. Variant Wealth Investment Development Limited is beneficially and wholly owned by Mr. Tao Guolin, an executive Director.

4. Mr. Tao Jian is the brother of Ms. Tao Hongxia (an executive Director and the chairlady of the Board) and Mr. Tao Guolin (an executive Director).

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1. LiquidTech Limited 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 Nhuong Giang, 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 Nhuong Giang. As such, Mr. Phung Nhuong Giang is deemed to be interested in all the Shares in which Ms. Marilyn Tang is interested under Part XV of the SFO. Mr. Lee Seung Han is an executive Director as at the date of this announcement, whereas each of Mr. Suh Seung Hyun and Mr. Phung Nhuong Giang was an executive Director who resigned from such position with effect from 31 October 2022.

By order of the Board of Future Data Group Limited Tao Hongxia Chairlady and Executive Director

Hong Kong, 17 February 2023

As at the date of this announcement, the executive Directors are Ms. Tao Hongxia, Mr. Lee Seung Han and Mr. Tao Guolin; and the independent non-executive Directors are Mr. Chan Kin Ming, Mr. Lam Chi Cheung Albert and Mr. Yu Wing Chung.

This announcement, for which the Directors collectively and individually 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 other matters the omission of which would make any statement herein or this announcement misleading.

This 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 announcement will also be published on the Company’s website at www.futuredatagroup.com.

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