Future Data Group Limited — Capital/Financing Update 2024

Jun 7, 2024

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.

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FUTURE DATA GROUP LIMITED 未來數據集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8229)

ISSUE OF CONVERTIBLE NOTES UNDER GENERAL MANDATE

ISSUE OF CONVERTIBLE NOTES UNDER GENERAL MANDATE

On 7 June 2024 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to issue the Convertible Notes in the aggregate principal amount of HK$2,000,000 at the Conversion Price of HK$0.50 per Conversion Share.

Assuming all the Conversion Shares are converted in full at the initial Conversion Price of HK$0.50, an aggregate of 4,000,000 Conversion Shares will be issued, which represent (i) approximately 0.73% of the total issued share capital of the Company as at the date of this announcement; and (ii) approximately 0.73% of the total issued share capital of the Company as enlarged by the issue of the Conversion Shares, assuming no other change in the issued share capital of the Company other than the Conversion Shares after the date of this announcement.

Completion of the Subscription Agreement is subject to fulfilment of the Conditions Precedent. As the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

INTRODUCTION

The Board is pleased to announce that on 7 June 2024 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to issue the Convertible Notes in the aggregate principal amount of HK$2,000,000.

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THE SUBSCRIPTION AGREEMENT

Date: 7 June 2024 Parties: Issuer: The Company The Subscriber: Huang Zhenxiu

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Subscriber is a third party independent of the Company and its connected persons.

Deposit: The Subscriber shall pay the Deposit to the Company within three (3) Business Days from the date of the Subscription Agreement

Conditions Precedent: Completion of the Subscription Agreement shall be subject to and conditional upon:

• (1) the Listing Committee of the Stock Exchange granting or agreeing to grant approval for the listing of and permission to deal in the Conversion Shares;

• (2) the current listing of the Shares not having been cancelled or withdrawn, the Shares continuing to be traded on GEM at all times from the date of the Subscription Agreement to and including the date of Completion (save for any temporary suspension of trading for not more than three consecutive trading days pursuant to the GEM Listing Rules which is for the purpose of publishing announcement in relation to any proposed acquisition, reorganization or such other similar activities in the ordinary course of business of the Company);

• (3) all other necessary consents, authorisations, licences and approvals required to be obtained on the part of the Company and the Subscriber in relation to Subscription Agreement and the transactions contemplated hereby having been obtained and remaining in full force and effect; and

• (4) the representations and warranties of the Company contained in the Subscription Agreement remaining true and accurate in all material respects.

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Completion: Completion of the Subscription Agreement will take place within five (5) Business Days after fulfilment of the Conditions Precedent or such other date as the Company and the Subscriber may agree in writing. At Completion, the Deposit paid by the Subscriber shall be applied by the Company as full payment of the subscription money for the Convertible Notes. Termination: If the Conditions Precedent of the Subscription Agreement are not fulfilled on or before the Long Stop Date, the Subscription Agreement will lapse and become null and void and the Company shall fully refund the Deposit to the Subscriber without interest within three (3) Business Day and upon the full refund of the Deposit, both the Company and the Subscriber shall be released from all obligations hereunder, save the liabilities for any antecedent breaches hereof.

PRINCIPAL TERMS OF THE CONVERTIBLE NOTES

The principal terms of the Convertible Notes are summarised below:

Issuer: The Company Principal Amount: HK$2,000,000 Form and denomination of The Convertible Notes will be issued in registered form and in the Convertible Notes: denominations of HK$500,000 each Maturity Date: By 4:00 p.m. on the date falling on the first anniversary (i.e. one (1) year) after the date of issue of the Convertible (or if that is not a Business Day, the first Business Day thereafter) Interest: The Convertible Notes shall bear interest at the rate of 8% per annum payable in arrear on its outstanding principal amount Payment of interest Interest shall be payable on the Maturity Date Conversion Price: The Conversion Price shall be HK$0.50 per Conversion Share (subject to adjustments) The Conversion Price will be subject to adjustments in the events of subdivision or consolidation of Shares, capitalisation of profits or reserves, capital distributions, issue of Shares or convertible securities at less than 80% of market price of Shares or underlying Shares

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Conversion Shares:

Based on the initial Conversion Price and assuming full conversion of the Convertible Notes at the initial Conversion Price, the Convertible Notes may be convertible into 4,000,000 Conversion Shares, representing:

• (i) approximately 0.73% of the total issued share capital of the Company as at the date of this announcement; and

• (ii) approximately 0.73% of the total issued share capital of the Company as enlarged by the issue of the Conversion Shares, assuming no other change in the issued share capital of the Company other than the Conversion Shares after the date of this announcement

The Conversion Shares will be allotted and issued under the General Mandate

Conversion Period:

Rights and limitations to Conversions:

At any time after expiry of six (6) calendar months from the date of issue of the Convertible Notes up to 5:00 p.m. on the Business Day before the Maturity Date

The Noteholder shall have the right to convert such Convertible Notes into Conversion Shares during the Conversion Period, except where:–

• (i) in the opinion of the Company, the public float of at least 25 per cent of the issued share capital of the Company as enlarged by the issue of Conversion Shares cannot be maintained; or

• (ii) a mandatory offer obligation under Rule 26 of the Takeovers Code on the part of the Noteholder and any parties acting in concert with the Noteholder (as defined under the Takeovers Code) will be triggered.

Cash settlement top-up:

If, as a result of an adjustment of the Conversion Price, additional Shares are issuable upon the Noteholder exercise the right to Conversion in relation to the Convertible Notes and following which the total number of Conversion Shares issuable upon such exercise would otherwise exceed the then maximum number of Shares that the Company may issue at that time pursuant to the General Mandate, the Company will send a written notice to the Noteholder, setting out the amount of cash settlement sum payable by the Company to the Noteholder, being an amount arrived at by multiplying (a) the number of exceeded Shares; by (b) the market price of the Shares on the relevant exercise date of the Conversion.

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Redemption upon Maturity:

Early Redemption:

Unless previously redeemed, converted or purchased and cancelled in accordance with the terms of the Convertible Notes, the Company shall redeem all the outstanding Convertible Notes held by the Noteholder on the Maturity Date, at 100% of the outstanding principal amount of the Convertible Notes.

The Convertible Notes may be early redeemed at 100% of the outstanding principal amount of the Convertible Notes (in whole or in part) at any time and from time to time at the option of the Company prior to the Maturity Date by not less than seven (7) Business Days’ prior notice.

The Noteholder shall not have any early redemption right unless an Event of Default occurs and the Noteholder gives notice to the Company that the Convertible Notes shall immediately become due and payable.

Events of Default:

• (1) the Company fails to pay the principal when due unless non-payment of such amount is due solely to administrative or technical error and payment is made within five (5) Business Days of the due date for the payment thereof;

• (2) the Company defaults in performance or observance or compliance with any of its other obligations set out herein which default is incapable of remedy or, if capable of remedy, is not in the reasonable opinion of the Noteholder remedied within fourteen (14) Business Days after notice of such default shall have been given to the Company by such Noteholder;

• (3) an encumbrancer takes possession or a receiver, manager or other similar officer is appointed of the whole or a substantial part of the undertaking, property, assets or revenues of the Company or its subsidiaries;

• (4) the Company or its subsidiaries applies for or consents to or suffers the appointment of any administrator, liquidator or receiver of the Company or its significant subsidiaries or the whole or a substantial part of the undertaking, property, assets or revenues of the Company or its subsidiaries or takes any proceeding under any law for a readjustment or deferment of its obligations or any part of them or makes or enters into a general assignment or compromise with or for the benefit of its creditors;

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• (5) an order is made or an effective resolution passed for winding-up of the Company or any of its significant subsidiaries except in the case of winding-up of subsidiaries in the course of internal reorganisation;

• (6) a moratorium is agreed or declared in respect of any indebtedness of the Company or any of its subsidiaries or any governmental authority or agency condemns, seizes, compulsorily purchases or expropriates all or a substantial part of the assets of the Company or any of its significant subsidiaries; or

• (7) the Shares cease to be listed on the Stock Exchange or a recognised stock exchange for a continuous period of fourteen (14) trading days.

Ranking: Conversion Shares issued upon exercise of the right of Conversion shall rank pari passu with, and carry the same rights in all aspects (including the rights to dividends) as, the other Shares then in issue.

Transferability:

The Convertible Notes is fully transferable save that the Convertible Notes may not be transferred by the Noteholder to any connected person of the Company without consent of the Company.

Voting rights:

• Noteholder shall not be entitled to attend of vote at any meetings of the Company by reason only of it being the Noteholder

Listing: The Convertible Notes will not be listed on the Stock Exchange or any other stock exchange. Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares.

BASIS OF DETERMINATION OF THE CONVERSION PRICE

The Conversion Price of HK$0.50 represents:

• (1) the closing price of HK$0.50 per Share as quoted on the Stock Exchange on the date of the Subscription Agreement; and

• (2) a premium of approximately 0.20% over the average closing price per Share of approximately HK$0.499 as quoted on the Stock Exchange for the last five consecutive trading days up to and including the date of the Subscription Agreement.

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The Conversion Price was arrived at based on arm’s length negotiation between the parties with reference to the historical price trend and trading volume of the Shares, the existing capital market conditions, the funding need and financial and trading prospects of the Group’s business.

The Directors consider that the Conversion Price is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

GENERAL MANDATE

The Conversion Shares will be allotted and issued under the General Mandate granted to the Directors by resolution of the Shareholders passed at the AGM, subject to the limit up to 20% of the then issued share capital of the Company as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 96,000,000 new Shares, representing 20% of the issued share capital of the Company as at the date of the passing of the resolution of 480,000,000 Shares.

Reference is made to the announcements of the Company dated 17 April 2024 and 30 April 2024 relating to the acquisition by the Company of the entire issued share capital in Vantage Asset Management Limited (the “ VAML ”). Pursuant to the sale and purchase agreement dated 17 April 2024 for the acquisition of VAML (the “ VAML Acquisition ”), the consideration for the VAML Acquisition is HK$3,000,000 which shall be satisfied by the Company by the allotment and issue of 7,142,858 new Shares as (the “ Consideration Shares ”) to the vendor of the VAML Acquisition under the General Mandate. As completion of the VAML Acquisition is subject to and conditional upon, the fulfilment or waiver (as the case may be) of various conditions, the VAML Acquisition may or may not materialize.

The Company has made application to and has been granted by the Stock Exchange with conditional listing approval for the issue of 7,142,858 Consideration Shares, subject to the fulfillment of all the conditions of the VAML Acquisition.

As at the date of this announcement 66,680,000 Shares have been issued under the General Mandate and assuming completion of the VAML Acquisition will materialize and the 7,142,858 Consideration Shares will be issued under the General Mandate, the maximum number of new Shares that can be issued is 22,177,142 Shares. As the General Mandate has not been utilized by the Company and therefore no Shareholders’ approval is required under the GEM Listing Rules of the allotment and issue of the Conversion Shares.

INFORMATION OF THE GROUP

The principal activity of the Company is investment holding. The Group is 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.

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REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS

The estimated net proceeds from the Subscription after deductions of expenses, will amount to approximately HK$1,900,000. The net proceeds are currently intended to be used to fund the operation and business expansion of VAML after completion of the VAML Acquisition. In the event the VAML Acquisition does not materialized, the net proceeds will be used by the Company as the Group general working capital.

The Directors are of the view that the Subscription shows the confidence of the Subscriber in the business and future development of the Group and the terms of the Subscription Agreement are on normal commercial terms and are fair and reasonable so far as the Company and the Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST TWELVE MONTHS

Save and except for the equity fund raising activity set out below, the Company had not conducted any other equity fund raising activities in the past 12 months immediately preceding the date of this announcement:

		Net proceeds
Date of initial	Equity fund	raised
announcement	raising activity	(approximately)	Intended use of proceeds		Actual use of proceeds
6 July 2023	Placing of	HK$51.70 million	(i)	approximately HK$15	Fully repayment of the
	66,005,000			million for repayment of the	Shareholders’ loan at
	new Shares at			Group’s indebtedness;	HK$15 million;
	HK$0.79 per
	placing Shares		(ii)	approximately HK$32.70	approximately HK$32.70
				million for exploring	million utilized for the
				business opportunities and/or	investment in a business(es)
				investment in business(es) or	of the latest technologies;
				the latest technologies should	and
				suitable opportunities arises;
				and
			(iii)	approximately HK$4 million
				for working capital of the	approximately HK$4 million
				Group.	for working capital of the
					Group.
12 October 2023	Subscription of	HK$480,000	general working capital of the		All HK$480,000 for general
	new shares at		Group.		working capital of the
	HK$0.74 per				Group.
	subscription
	Shares

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company has 546,680,000 Shares in issue. For illustration purpose only and assuming there will be no change in the issued share capital of the Company between the date of this announcement and the Completion, set out below is the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately upon all 7,142,858 Consideration Shares being allotted and issued on completion of the VAML Acquisition (assuming no Conversion Share is being allotted and issued); (iii) immediately upon all 4,000,000 Conversion Shares being allotted and issued on full exercise of the Conversion Right under the Convertible Notes (assuming no Consideration Share is being allotted and issued); and (iv) immediately upon all 7,142,858 Consideration Shares and all 4,000,000 Conversion Shares being allotted and issued:

Gorgeous Real Investment Holding Limited (Note 2) Variant Wealth Investment Development Limited_(Note 3) Mr. Tao Guolin (“Mr. Tao”)(Note 3) The Vendor The Subscriber Public Shareholders Total _Notes:	As at the date of this announcement Immediately upon all 7,142,858 Consideration Shares being allotted and issued on completion of the VAML Acquisition (assuming no Conversion Share is being allotted and issued) Immediately upon all 4,000,000 Conversion Shares being allotted and issued on full exercise of the Conversion Right under the Convertible Notes (assuming no Consideration Share is being allotted and issued) Number of Shares Approx. % (Note 1) Number of Shares Approx. % (Note 1) Number of Shares Approx. % (Note 1) 192,411,750 35.20 192,411,750 34.74 192,411,750 34.94 50,000,000 9.15 50,000,000 9.03 50,000,000 9.08 22,917,327 4.19 22,917,327 4.14 22,917,327 4.16 – – 7,142,858 1.29 – – – – – – 4,000,000 0.73 281,350,923 51.46 281,350,923 50.80 281,350,923 51.09 546,680,000 100.00 553,822,858 100.00 550,680,000 100.00	Immediately upon all 7,142,858 Consideration Shares and all 4,000,000 Conversion Shares being allotted and issued Number of Shares Approx. % (Note 1) 192,411,750 34.49 50,000,000 8.96 22,917,327 4.11 7,142,858 1.28 4,000,000 0.72 281,350,923 50.44 557,822,858 100.00	Immediately upon all 7,142,858 Consideration Shares and all 4,000,000 Conversion Shares being allotted and issued Number of Shares Approx. % (Note 1) 192,411,750 34.49 50,000,000 8.96 22,917,327 4.11 7,142,858 1.28 4,000,000 0.72 281,350,923 50.44 557,822,858 100.00
			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, a non-executive Director and the chairlady of the Board.

3. Variant Wealth Investment Development Limited is beneficially and wholly owned by Mr. Tao, the Group General Manager of the Company.

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WARNING

Completion of the Subscription Agreement is subject to fulfilment of the Conditions Precedent. As the Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

“AGM”	the annual general meeting of the Company held on 9 May 2023
“Board”	the board of Directors
“Business Day”	a day (excluding Saturdays, Sunday and public holidays) on which
	banks in Hong Kong are generally open for business throughout their
	normal business hours
“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 of the Stock Exchange (stock code: 8229)
“Completion”	completion of the Subscription pursuant to the Subscription Agreement
“Conditions Precedent”	the conditions precedent to Completion
“connected person(s)”	has the meaning ascribed thereto under the GEM Listing Rules
“Consideration Shares”	The 7,142,858 new Shares to be issued by the Company in satisfaction
	of the consideration of HK$3,000,000 for the VAML Acquisition
“Conversion”	the conversion of the Convertible Notes into the Conversion Shares
	during the Conversion Period based on the Conversion Price as
	provided in and subject to and in accordance with the terms of the
	Convertible Notes
“Conversion Period”	the period beginning on, and including, the date of the issuance of the
	Convertible Notes and ending on, and including, 5:00 p.m. on the
	Business Day before the Maturity Date;

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“Conversion Price”	the conversion price of the Convertible Notes, initially being HK$0.50
	per Conversion Share (subject to adjustments)
“Conversion Shares”	new Shares to be issued upon the exercise of the conversion rights
	attached to the Convertible Notes
“Convertible Notes”	The convertible notes in an aggregate principal amount of
	HK$2,000,000 to be issued by the Company, and subscribed by the
	Subscriber, pursuant to the Subscription Agreement
“Deposit”	the refundable deposit in the sum of HK$2,000,000, equivalent to
	100% face value of the Convertible Notes
“Director(s)”	the director(s) of the Company
“GEM”	GEM operated by the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM of the Stock
	Exchange
“General Mandate”	the mandate granted to the Directors by the Shareholders at the AGM
	to allot, issue and deal with additional Shares not exceeding 20% of the
	then issued share capital of the Company as at the date of the AGM
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Long Stop Date”	17 June 2024 (or or such other date as the Company and the Subscriber
	may be agree in writing)
“Noteholder(s)”	registered holder(s) of the Convertible Notes
“Share(s)”	ordinary share(s) with a nominal value of HK$0.01 each in the capital
	of the Company
“Shareholders”	holder(s) of the issued Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“Subscriber”	Huang Zhenxiu, a Mainland China resident
“Subscription”	the subscription by the Subscriber from the Company of the
	Convertible pursuant to the terms of the Subscription Agreement
“Subscription Agreement”	the conditional subscription agreement entered into between the
	Company and the Subscriber dated 7 June 2024 in relation to the
	Subscription
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Buy-backs issued by
	the Securities and Futures Commission
“VAML”	Vantage Asset Management Limited（優越投資管理有限公司）, a
	company incorporated in Hong Kong with limited liability and carrying
	on Type 9 (asset management regulated activities under the SFO
“VAML Acquisition”	The acquisition by the Company of the entire issued share capital of
	VAML
“Vendor”	the vendor in the VAML Acquisition
“%”	per cent
	By order of the Board of
	Future Data Group Limited
	Tao Hongxia
	Chairlady and Non-executive Director

Hong Kong, 7 June 2024

As at the date of this announcement, the executive Directors are Mr. Cheung Ting Pong and Mr. Lee Seung Han, the non-executive Director is Ms. Tao Hongxia and the independent non-executive Directors are Mr. Chan Kin Ming, Mr. Lam Chi Cheung Albert and Mr. Leung Louis Ho Ming.

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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