Future Data Group Limited — M&A Activity 2022

Sep 28, 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)

(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) COMPLETION OF THE SALE AND PURCHASE OF THE SALE SHARES IN FUTURE DATA GROUP LIMITED; AND (2) 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)

Financial adviser to the Joint Offerors

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References are made to (i) the joint announcement of the Company and the Joint Offerors dated 13 September 2022 (the “ Joint Announcement ”) in relation to, among other things, the sale and purchase of the Sale Shares and the Offer; and (ii) the supplemental joint announcement of the Company and the Joint Offerors dated 26 September 2022 in relation to the sale and purchase of the Sale Shares. Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Joint Announcement.

COMPLETION OF THE SALE AND PURCHASE OF THE SALE SHARES UNDER THE SALE AND PURCHASE AGREEMENT

The Company has been informed by the Vendor and the Joint Offerors that Completion took place on 28 September 2022 in accordance with the terms and conditions of the Sale and Purchase Agreement. Pursuant to the terms of the Sale and Purchase Agreement, the Joint Offerors acquired 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 cash consideration of HK$59,225,000 (equivalent to HK$0.2875 per Sale Share) in the following manner:

• (i) Variant Wealth acquired 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) from the Vendor at a cash consideration of HK$28,750,000; and

• (ii) Gorgeous Real Investment acquired 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) from the Vendor at a cash consideration of HK$30,475,000.

Immediately before Completion, 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 were 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 held by Gorgeous Real Investment (one of the Joint Offerors and beneficially wholly owned by Ms. Tao); (ii) 100,000,000 Shares 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.

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The following table sets out the shareholding structure of the Company (i) immediately before Completion; and (ii) immediately following Completion and as at the date of this joint announcement:

Immediately before CompletionImmediately following Completiand as at the date of thisjoint announcementShareholdersNumber ofSharesApproximate % ofissued SharesNumber ofSharesApproximate %issued ShaThe Joint Offerors and the JointOfferors’ Concert Parties– Variant Wealth_(Note 1)––100,000,00025– Gorgeous Real Investment(Note 2)_––106,000,00026– Mr. GL Tao22,917,3275.7322,917,3275– Mr. J Tao20,000,0005.0020,000,0005	Immediately before CompletionImmediately following Completiand as at the date of thisjoint announcementShareholdersNumber ofSharesApproximate % ofissued SharesNumber ofSharesApproximate %issued ShaThe Joint Offerors and the JointOfferors’ Concert Parties– Variant Wealth_(Note 1)––100,000,00025– Gorgeous Real Investment(Note 2)_––106,000,00026– Mr. GL Tao22,917,3275.7322,917,3275– Mr. J Tao20,000,0005.0020,000,0005	Immediately before CompletionImmediately following Completiand as at the date of thisjoint announcementShareholdersNumber ofSharesApproximate % ofissued SharesNumber ofSharesApproximate %issued ShaThe Joint Offerors and the JointOfferors’ Concert Parties– Variant Wealth_(Note 1)––100,000,00025– Gorgeous Real Investment(Note 2)_––106,000,00026– Mr. GL Tao22,917,3275.7322,917,3275– Mr. J Tao20,000,0005.0020,000,0005	Immediately before CompletionImmediately following Completiand as at the date of thisjoint announcementShareholdersNumber ofSharesApproximate % ofissued SharesNumber ofSharesApproximate %issued ShaThe Joint Offerors and the JointOfferors’ Concert Parties– Variant Wealth_(Note 1)––100,000,00025– Gorgeous Real Investment(Note 2)_––106,000,00026– Mr. GL Tao22,917,3275.7322,917,3275– Mr. J Tao20,000,0005.0020,000,0005	Immediately before CompletionImmediately following Completiand as at the date of thisjoint announcementShareholdersNumber ofSharesApproximate % ofissued SharesNumber ofSharesApproximate %issued ShaThe Joint Offerors and the JointOfferors’ Concert Parties– Variant Wealth_(Note 1)––100,000,00025– Gorgeous Real Investment(Note 2)_––106,000,00026– Mr. GL Tao22,917,3275.7322,917,3275– Mr. J Tao20,000,0005.0020,000,0005	Immediately before CompletionImmediately following Completiand as at the date of thisjoint announcementShareholdersNumber ofSharesApproximate % ofissued SharesNumber ofSharesApproximate %issued ShaThe Joint Offerors and the JointOfferors’ Concert Parties– Variant Wealth_(Note 1)––100,000,00025– Gorgeous Real Investment(Note 2)_––106,000,00026– Mr. GL Tao22,917,3275.7322,917,3275– Mr. J Tao20,000,0005.0020,000,0005	Immediately before CompletionImmediately following Completiand as at the date of thisjoint announcementShareholdersNumber ofSharesApproximate % ofissued SharesNumber ofSharesApproximate %issued ShaThe Joint Offerors and the JointOfferors’ Concert Parties– Variant Wealth_(Note 1)––100,000,00025– Gorgeous Real Investment(Note 2)_––106,000,00026– Mr. GL Tao22,917,3275.7322,917,3275– Mr. J Tao20,000,0005.0020,000,0005
	ShareholdersThe Joint Offerors and the JointOfferors’ Concert Parties– Variant Wealth_(Note 1)– Gorgeous Real Investment(Note 2)_– Mr. GL Tao– Mr. J Tao	Immediately before CompletionNumber ofSharesApproximate % ofissued Shares––––22,917,3275.7320,000,0005.00		Immediately following Completiand as at the date of thisjoint announcementNumber ofSharesApproximate %issued Sha100,000,00025106,000,0002622,917,327520,000,0005		onofres.00.50.73.00.23.50.27.00
	SubtotalThe Vendor(Note 3)Public ShareholdersTotal	42,917,327220,000,000137,082,673400,000,000	10.7355.0034.27100.00	248,917,32714,000,000137,082,673400,000,000
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Notes:1.Variant Wealth is beneficially wholly owned by Mr. GL Tao, an executive Director.2.Gorgeous Real Investment is beneficially wholly owned by Ms. Tao.3.The Vendor is wholly owned by Asia Media Systems Pte. Ltd. (“AMS”) which in turn is owned bySuh Seung Hyun, Mr. Lee Seung Han, Mr. Phung, Mr. Park Hyeoung Jin, Mr. Lee Sung Gue, Mr. Lee

Notes:

1. Variant Wealth is beneficially wholly owned by Mr. GL Tao, an executive Director.

2. Gorgeous Real Investment is beneficially wholly owned by Ms. Tao.

3. 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.

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MANDATORY UNCONDITIONAL CASH OFFER

Pursuant to Rule 26.1 of the Takeovers Code, upon Completion, the Joint Offerors are required to make a mandatory unconditional cash offer for 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). Lego Securities will make the Offer for and on behalf of the Joint Offerors for all the Offer Shares on the terms to be set out in the Composite Document to be despatched pursuant to the Takeovers Code.

As at the date of this joint announcement, there are 400,000,000 Shares in issue and 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.

DESPATCH OF THE COMPOSITE OFFER 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 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 the Joint Announcement unless the Executive grants a consent for extension. It is expected that the Composite Document will be despatched on or before 5 October 2022, or such later date as the Executive may approve.

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.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. If the Shareholders and potential investors are in any doubt about their position, they should consult their professional advisers.

By order of the board of By order of the board of By order of the Board VARIANT WEALTH GORGEOUS REAL FUTURE DATA GROUP INVESTMENT INVESTMENT HOLDING LIMITED DEVELOPMENT LIMITED LIMITED Suh Seung Hyun 偉富投資發展有限公司 華置投資控股有限公司 Chairman Tao Guolin Tao Hongxia Sole Director Sole Director

Hong Kong, 28 September 2022

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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.

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.

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