HKBN Ltd. — Board/Management Information 2019

Apr 30, 2019

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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HKBN Ltd. 香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 1310

COMPLETION OF THE VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE PROPOSED TRANSACTION IN RELATION TO THE ENTIRE ISSUED SHARE CAPITAL IN WTT HOLDING CORP INVOLVING (1) THE ISSUE OF CONSIDERATION SHARES AND VENDOR LOAN NOTES UNDER SPECIFIC MANDATE AND

(2) APPOINTMENT OF NON-EXECUTIVE DIRECTORS

COMPLETION OF THE PROPOSED TRANSACTION

Reference is made to the announcements of HKBN Ltd. (the “ Company ”) dated 7 August 2018, 16 November 2018, 18 January 2019 and 17 April 2019, respectively (the “ Announcements ”), and the circular of the Company dated 26 October 2018 in respect of the very substantial acquisition in relation to the proposed transaction in relation to the entire issued share capital in WTT Holding Corp involving the issue of consideration shares and vendor loan notes under specific mandate and proposed appointment of directors (the “ Circular ”). Unless otherwise stated, capitalized terms used in this announcement shall have the meaning as defined in the Circular.

The Company is pleased to announce that the condition precedents as set out in the Merger Agreement have been satisfied and the Completion took place on 30 April 2019. Upon Completion, (i) 152,966,345 Consideration Shares have been duly allotted and issued by the Company to each of TPG Wireman and Twin Holding; (ii) the Vendor Loan Notes with an aggregate principal amount of HK$1,940,937,656 have been issued, with a principal amount of HK$970,468,828 being issued to each of TPG Wireman and Twin Holding; and (iii) WTT Holding and its subsidiaries have become direct wholly-owned subsidiaries of MLCL and indirect wholly-owned subsidiaries of the Company.

As at the date of this announcement, to the best of the Directors’ knowledge, information and belief, the following table sets out the shareholding structure (i) immediately before the allotment and issue of the Consideration Shares upon Completion; (ii) immediately after the allotment and issue of the Consideration Shares; and (iii) immediately after the allotment and issue of the Consideration Shares and the Conversion Shares upon full conversion of the Vendor Loan Notes at the conversion price of HK$11.60 per Conversion Share:

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Shareholders CPPIB GIC(1) The Capital Group Companies, Inc.(2) Matthews International Capital Management, LLC(3) Mr. Bradley Jay HORWITZ Mr. Chu Kwong YEUNG Mr. Ni Quiaque LAI Sub-total TPG Wireman Twin Holding Other Public Shareholders Total	Immediately before the allotment and issue of the Consideration Shares Shares Approx. % 182,405,000 18.14% 87,284,797 8.68% 75,197,500 7.48% 70,914,908 7.05% 450,000 0.04% 26,989,149 2.68% 32,930,001 3.27% 476,171,355 47.35% – – – – 529,495,311 52.65% 1,005,666,666 100.00%	Immediately after the allotment and issue of the Consideration Shares Shares Approx. % 182,405,000 13.91% 87,284,797 6.65% 75,197,500 5.73% 70,914,908 5.41% 450,000 0.03% 26,989,149 2.06% 32,930,001 2.51% 476,171,355 36.31% 152,966,345 11.66% 152,966,345 11.66% 529,495,311 40.37% 1,311,599,356 100.00%	Immediately after the allotment and issue of the Consideration Shares and full conversion of the Vendor Loan Notes Shares Approx. % 182,405,000 12.33% 87,284,797 5.90% 75,197,500 5.08% 70,914,908 4.80% 450,000 0.03% 26,989,149 1.82% 32,930,001 2.23% 476,171,355 32.20% 236,627,451 16.00% 236,627,451 16.00% 529,495,311 35.80% 1,478,921,568 100.00%	Immediately after the allotment and issue of the Consideration Shares and full conversion of the Vendor Loan Notes Shares Approx. % 182,405,000 12.33% 87,284,797 5.90% 75,197,500 5.08% 70,914,908 4.80% 450,000 0.03% 26,989,149 1.82% 32,930,001 2.23% 476,171,355 32.20% 236,627,451 16.00% 236,627,451 16.00% 529,495,311 35.80% 1,478,921,568 100.00%
				32.20%
				16.00% 16.00% 35.80%
				100.00%

Notes:

1. 87,284,797 Shares are held by GIC in the capacity of investment manager.

2. The Capital Group Companies, Inc. through its subsidiaries, namely Capital International, Inc., Capital International Sarl, and Capital Research and Management Company held 4,139,000 Shares, 6,776,500 Shares and 64,282,000 Shares in the Company, respectively, and is accordingly deemed to be interested in the respective Shares held by the aforesaid companies.

3. 70,914,908 ordinary shares are held by Matthews International Capital Management, LLC in the capacity of investment manager.

4. Certain percentage figures included in this table are subject to rounding adjustment. Accordingly, figures shown as total may not be an arithmetic aggregation of the figures preceding them.

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APPOINTMENT OF NON-EXECUTIVE DIRECTORS

• (a) Appointment of Mr. Zubin Jamshed Irani as a non-executive Director

The Board further announces that, upon Completion, Mr. Zubin Jamshed Irani has been appointed as a non-executive Director, a member of the audit committee and a member of the remuneration committee of the Company with effect from 30 April 2019.

Mr. Irani, aged 46, is currently a partner and managing director with TPG Capital since 2015 and leads the Asia Operations Team based out of the Singapore office. He brings over 20 years’ experience in building strong teams, driving performance and managing change within global businesses. Over the last 3 years at TPG Capital, Mr. Irani has been extensively involved in TPG Capital’s investments in Vishal Mega Mart Pvt Ltd (India), Myanmar Distillery Company, Property Guru Pte (SE Asia), WTT Group (Hong Kong), United Family Healthcare (China), Vietnam Australia International School, Dodla Dairy Ltd (India), Novotech (Australia) Pty Limited and Nox Corporation (Korea). In particular, Mr. Irani has been involved with WTT Group since the inception of TPG Capital’s investment, actively participating in all the executive committee meetings. In his current role at TPG Capital, Mr. Irani is responsible for the operating performance of TPG Capital’s portfolio in the Asia Pacific region which comprises of over 40 companies and assets under management exceeding US$5 billion.

From 1999 to 2005, Mr. Irani worked at McKinsey & Company where he spent six years in the Cleveland, Detroit, Copenhagen and Mumbai offices, serving several multi-national clients in the automotive and industrial sectors. During these years, Mr. Irani worked on several merger integration initiatives. In 2005, Mr. Irani joined United Technologies Corporation (“ UTC ”) as the Director for Strategy and Marketing at Carrier Asia Pacific, where he worked on growth strategies across various markets in Asia. Between 2006 and 2015, Mr. Irani spent his time in India running several businesses for UTC. Immediately before Mr. Irani joined TPG Capital from UTC in 2015, he was the India Region President overseeing all UTC’s commercial businesses in the region, responsible for developing and executing strategies which resulted in an accelerated growth in the region.

In 1996, Mr. Irani graduated from Indian Institute of Technology Kanpur in India, where he obtained a bachelor degree of technology in materials and metallurgical engineering. In 1999, he further obtained a master degree in materials science and engineering from the Massachusetts Institute of Technology, completing his thesis in the field of “3D Printing Technologies”.

As at the date of this announcement, Mr. Irani serves on the executive committees or boards of Property Guru Pte, WTT Group, Apollo Towers Holdings Ltd., Fourth Partner Energy Pvt. Ltd. and NOX Corporation. He is a member of the Young Presidents’ Organization (YPO) Delhi and Singapore Chapters.

Mr. Irani has signed the letter of appointment issued by the Company on 30 April 2019. Under the letter of appointment, Mr. Irani will not receive any emoluments for his service as a non-executive Director from the Company.

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As at the date of this announcement, save as disclosed above, Mr. Irani (i) does not have any relationship with any directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; (ii) does not have, and is not deemed to have, any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iii) does not hold any position in the Company or any subsidiary of the Company, nor any directorship in other listed public companies in the last three years preceding the date of this announcement.

Save as disclosed in this announcement, there is no information required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the shareholders of the Company in relation to the appointments of Mr. Irani.

• (b) Appointment of Mr. Teck Chien Kong as a non-executive Director

The Board further announces that, upon Completion, Mr. Teck Chien Kong has been appointed as a non-executive Director and a member of the nomination committee of the Company with effect from 30 April 2019.

Mr. Kong is a Partner at MBK Partners and is based in Hong Kong. With extensive investment experiences in both the telecommunication and media industries, he has led MBK Partners’ investments in WTT Holding Corp, China Network Systems Co., Ltd. and Gala TV Corp. Prior to MBK Partners, Mr. Kong spent five years at Carlyle Asia Partners, where he was Vice President and co-head of the Singapore office, and three years in the investment banking division at Salomon Smith Barney in New York and Hong Kong.

Mr. Kong currently serves on the Board of Directors of Apex International Corporation, Teamsport Topco Limited and Siyanli Co. Ltd., and has experience serving on Board of Directors of Beijing Bowei Airport Support Limited, China Network Systems Co., Ltd., Gala TV Corp., GSE Investment Corporation, Luye Pharma Group Ltd and WTT HK Limited.

Mr. Kong holds a Bachelor of Business Administration from the University of Michigan Business School, and has completed an executive management programme at Harvard Business School.

Mr. Kong has signed the letter of appointment issued by the Company on 30 April 2019. Under the letter of appointment, Mr. Kong will not receive any emoluments for his service as a non-executive Director from the Company.

As at the date of this announcement, save as disclosed above, Mr. Kong (i) does not have any relationship with any directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; (ii) does not have, and is not deemed to have, any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iii) does not hold any position in the Company or any subsidiary of the Company, nor any directorship in other listed public companies in the last three years preceding the date of this announcement.

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Save as disclosed in this announcement, there is no information required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the shareholders of the Company in relation to the appointments of Mr. Kong.

The Board would like to extend a warm welcome to Mr. Irani and Mr. Kong.

By Order of the Board HKBN Ltd. Bradley Jay HORWITZ Chairman

Hong Kong, 30 April 2019

As at the date of this announcement, the Board comprises:

Executive Directors Independent Non-executive Directors Mr. Chu Kwong YEUNG Mr. Bradley Jay HORWITZ (Chairman) Mr. Ni Quiaque LAI Mr. Stanley CHOW Mr. Yee Kwan Quinn LAW, SBS, JP

Non-executive Directors Ms. Deborah Keiko ORIDA Mr. Zubin Jamshed IRANI Mr. Teck Chien KONG

Where the English and the Chinese texts conflict, the English text prevails.

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