Future World Holdings Limited — Capital/Financing Update 2017

Oct 16, 2017

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.

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FUTURE WORLD FINANCIAL HOLDINGS LIMITED

未來世界金融控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 572)

DISCLOSEABLE TRANSACTION ACQUISITIONS OF LISTED SECURITIES

The Board announces that in a series of transactions conducted during 23 June 2017 to 16 October 2017, the Group acquired 401,000 HKEx Shares on the open market at a total consideration of approximately HK$88,539,500 (excluding stamp duty and related expenses).

As certain applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisitions exceed 5% but less than 25%, the Acquisitions constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules.

THE ACQUISITIONS

During 23 June 2017 to 16 October 2017, the Group, through its wholly owned subsidiary, acquired 401,000 HKEx Shares on the open market at a total consideration of approximately HK$88,539,500 (excluding stamp duty and related expenses), at the price between HK$220.40 to HK$228.00 per HKEx Share. The average price (excluding stamp duty and related expenses) for the Acquisitions of each HKEx Share was approximately HK$220.80. The total consideration of approximately HK$88,539,500 (excluding stamp duty and related expenses) would be financed by the Group’s existing financial resources.

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As the Acquisitions were conducted in the open market, the identities of the counterparties of the Acquisitions cannot be ascertained. To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the counterparties and the ultimate beneficial owner(s) of the counterparties of the Acquired Shares are Independent Third Parties.

The Acquired Shares represent approximately 0.03% of the total issued shares of HKEx as at the date of this announcement.

INFORMATION ON HKEX

HKEx is a company incorporated in Hong Kong with limited liability which together with its subsidiaries are principally engaged in owning and operating the only stock exchange and futures exchange in Hong Kong and clearing houses, and an exchange and a clearing house for the trading and clearing of base metals futures and options contracts operating in the United Kingdom.

The following information is extracted from the 2016 Annual Report of HKEx for the two financial years ended 31 December 2015 and 2016 respectively:

	Year	ended
	31 December	31 December
	2015	2016
	HK$’Million	HK$’Million
Revenue	13,375	11,116
EBITDA (earnings before interest expenses and
other finance costs, taxation, depreciation and
amortization)	10,085	7,661
Profit attributable to shareholders	7,956	5,769

Based on HKEx’s 2016 Annual Report, the HKEx Group has an audited net asset value of approximately HK$32,384 million as at 31 December 2016 and HK$29,962 million as at 31 December 2015 respectively.

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REASONS FOR AND BENEFITS FOR THE ACQUISITIONS

The principal activity of the Company is investment holding. The subsidiaries of the Company are principally engaged in (i) securities trading and investment; (ii) provision of financing services; (iii) investment property in Hong Kong, (iv) e-commerce business and (v) trading business and related services.

HKEx and its subsidiaries own and operate the only stock exchange and futures exchange in Hong Kong and clearing houses, and an exchange and a clearing house for the trading and clearing of base metals futures and options contracts operating in the United Kingdom. In light of such uniqueness, the Company considers that the future prospect of HKEx is promising and the Acquisitions represent an investment opportunity of the Group.

The Directors hold positive views towards the prospects of HKEx and are of the view that the Acquisitions provide the Group with a good investment opportunity to expand its investment portfolio with quality assets and believe that the Acquisitions are attractive investments which will provide satisfactory return.

The Directors are of the view that the terms of the Acquisitions are fair and reasonable and in the interests of the Company and its shareholders as a whole.

The Group intends to acquire further HKEx Shares on market and further announcement(s) will be made as and when appropriate if such further acquisition will result in higher transaction classification under Chapter 14 of the Listing Rules.

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisitions exceed 5% but less than 25%, the Acquisitions constitute a discloseable transaction on the part of the Company under Chapter 14 of the Listing Rules

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DEFINITIONS

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

“Acquired Shares” 401,000 HKEx Shares, representing approximately 0.03% of the entire issued share capital of HKEx as at the date of this announcement “Acquisitions” the acquisitions of the Acquired Shares by the Group on the Stock Exchange “Board” the board of Directors “Company” Future World Financial Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on Main Board of the Stock Exchange “Director(s)” director(s) of the Company “Group” the Company and its subsidiaries “HKEx” Hong Kong Exchanges and Clearing Limited, a company incorporated in Hong Kong with limited liability whose issued shares are listed on the Main Board of the Stock Exchange (stock code: 388) “HKEx Shares” ordinary shares in the share capital of HKEx “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China

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“Independent Third third party(ies) independent of and not connected with the Party(ies)” Company and its connected persons and is not acting in concert (as defined in the Codes on Takeovers and Mergers and Share Buy-backs) with any of the connected persons of the Company or any of their respective associates (as defined under the Listing Rules)

“Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“%” per cent.

By order of the Board

Future World Financial Holdings Limited Siu Yun Fat Chairman

Hong Kong, 16 October 2017

As at the date of this announcement, the Board comprises (i) five executive Directors, namely Mr. Siu Yun Fat, Mr. Chen Xiaodong, Mr. Cai Linzhan, Mr. Lau Fai Lawrence and Mr. Yu Qingrui; and (ii) three independent non-executive Directors, namely Mr. Hon Hak Ka, Mr. Siu Siu Ling, Robert and Mr. Tam Tak Wah.

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