HKBN Ltd. — Capital/Financing Update 2015

Aug 18, 2015

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.

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 1310

GRANT OF RESTRICTED SHARE UNITS PURSUANT TO THE CO-OWNERSHIP PLAN II

On 18 August 2015, the Board of Directors of HKBN Ltd. (the “ Company ”, together with its subsidiaries, the “ Group ”) resolved to grant 273,612 Restricted Share Units (the “ RSUs ”) to 48 Participants pursuant to the Co-Ownership Plan II (the “ Plan ”) adopted by the Company on 21 February 2015.

Reference is made to the Company’s listing prospectus dated 27 February 2015 (the “ Prospectus ”) containing the summary of the principal terms of the Plan and announcement dated 29 June 2015 (the “ Previous Announcement ”). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings ascribed to them in the Prospectus and the Previous Announcement.

GRANT OF RSUS PURSUANT TO THE PLAN

During the period from 10 August 2015 to 13 August 2015, the Plan Trustee utilised the Investment Amount contributed by the Participants to purchase 638,500 shares of the Company (the “ Purchased Shares ”) at an average price of HK$8.5051 from the open market.

On 18 August 2015, the Board resolved to grant 273,612 RSUs (the “ 2nd Batch of Grants ”), on the same terms as the first batch of grants (the “ 1st Batch of Grants ”) made on 29 June 2015 as disclosed in the Previous Announcement, including the basis of 3 RSUs for every 7 Purchased Shares, to 48 Participants (a list of the Participants is shown in the Appendix of this announcement) enabling them to receive shares at no further costs in accordance with the following vesting schedule:

• (a) 25% of RSUs shall vest on 18 August 2016; (b) 25% of RSUs shall vest on 18 August 2017; and (c) 50% of RSUs shall vest on 18 August 2018.

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Based on the closing price of HK$8.50 per share as quoted on The Stock Exchange of Hong Kong Limited on 18 August 2015, the market value of the shares that are the subjects of the RSUs granted would be approximately HK$2,326,000. On 12 March 2015, the Company capitalised an amount of HK$567 standing to the credit of the share premium account of the Company by applying such sum in paying up in full at par of 5,666,666 ordinary shares (the “ Shares Issued under Capitalisation Issue ”) for allotment and issue to the Plan Trustee, in which the shares are held on trust by the Plan Trustee in order to satisfy the vesting of the RSUs granted pursuant to the Plan.

REASONS FOR AND BENEFITS OF THE 2ND BATCH OF GRANTS

The purpose of the 2nd Batch of Grants is to incentivise skilled and experienced Talents to remain with the Group and to motivate them to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company, while encouraging them to be long-term holders of the shares of the Company.

The Directors (including all the Independent Non-executive Directors) of the Company consider that the terms of the 2nd Batch of Grants are on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole.

OVERVIEW ON THE GRANTS UNDER THE PLAN

		Approximate	Approximate
		percentage of the	percentage of
		issued share capital	Shares Issued
		of the Company	under the
	Number of	as at the date of	Capitalisation Issue
Batch of grants	RSUs granted	this announcement	will be ulitised
1st Batch of Grants	2,722,986	0.271%	48.1%
2nd Batch of Grants	273,612	0.027%	4.8%
Total	2,996,598	0.298%	52.9%

The remaining Shares Issued under Capitalisation Issue, being approximately 47.1% of Shares Issued under the Capitalisation Issue may be utilised for further grants of RSUs at the times when the Company deems fit to Talents who are eligible for participating in the Plan, including those who are new joiners or promoted Talents.

By order of the Board of Directors HKBN Ltd. Leung King Chiu Company Secretary

Hong Kong, 18 August 2015

As at the date of this announcement, the Board of Directors of the Company comprises Bradley Jay Horwitz as Chairman and Independent Non-executive Director, William Chu Kwong Yeung and Ni Quiaque Lai as Executive Directors, and Stanley Chow and Quinn Yee Kwan Law, SBS, JP as Independent Non-executive Directors.

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APPENDIX

The following is a list of the Participants under the 2nd Batch of Grants:

GUANGZHOU OFFICE:

TALENT FULL NAME

BUSINESS TITLE

CHEN Min Yi, Wendy Unit Manager, Residential Services CHEN Min Yi, Queenie Assistant Manager – Talent Management CHEN Xiao Yan, Bini Officer – Quality Management CHOU Jian Ming, Dick Manager – Tele Promotion, Enterprise Solutions DENG Qi Biao, Benny Manager – Talent & Organization Development GUAN Min Ying, Annie Senior System Analyst HAN Xing Yi, Shine Assistant Unit Manager, Residential Services HUANG Bing Yong, Allen System Analyst HUANG Feng Ling, Kubi Assistant Manager – Tele Promotion, Enterprise Solutions HUANG Jun Jie, Vincent Manager – Tele Promotion, Enterprise Solutions LAI Sui Xin, Tracy Officer – Business Analyst LI Yong Ming, Roy Unit Manager, Residential Services LI Zhi Kai, Zack Unit Manager, Residential Services LI Yi Xiao, Michelle Senior Officer – Talent & Organization Development LI Qian Ji, Grace Officer – Talent & Organization Development LIN Chong Ke, Marvin Analyst Programmer LIN Wen Hui, Venfy Analyst Programmer LIU Hui Mei, May Officer – Operation Support, Enterprise Solutions LIU Yan Fen, Evon Manager – Finance LIU Xue Tao, Matt Analyst Programmer LIU Yun Jing, Cherry Senior Programmer LU Jia Hao, Aries Programmer OU Jian Cong, Jethro Manager – IT OU Wei Jie, Wiky Analyst Programmer QIU Si Bo, Boaris Manager – IT SONG Dong Ping, Rebecca Senior Officer – Finance SU Jin Rong, Fox Analyst Programmer TANG Hui, Don Engineer WU Jing Yi, Cherrie Senior Officer – Operation Support, Enterprise Solutions XIAO Li, Sherry Senior Officer – Operation Support, Residential Services XU Feng Yi, Nancy Assistant Manager – Quality Management YANG Xiao, Terry Officer – Quality Management YE Jie Yi, Vivi Officer – Administration YUAN Yan Lan, Kiki Unit Manager, Residential Services ZHANG Wen Qing, Stephanie System Analyst ZHANG Jian, Jacky Unit Manager, Residential Services ZHANG Yan Hong, Debora Senior Officer – Talent Management ZHI Mei Hao, Miko Assistant Manager – Tele Promotion, Enterprise Solutions ZHONG Li Si, Will Assistant Unit Manager, Residential Services ZHONG Rui Yun, Moon Officer – Talent & Organization Development ZHU Jun Jie, Jason Senior Programmer

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APPENDIX (continued) HONG KONG OFFICE:

TALENT FULL NAME

AU-YEUNG Yuen Mei Regina AU Pik Yan, Becky CHAN Tai, Alvin CHAN Ka Yan, Kayan CHOI Kai Ming, Ming MCLAREN Gary Alexander, Gary NG Kwok Kei, Eddie

BUSINESS TITLE

Senior Manager – Procurement Graduate Technical Trainee – “The Next CTO” Program Associate Director – Sales, Enterprise Solutions Graduate Technical Trainee – “The Next CTO” Program Graduate Technical Trainee – “The Next CTO” Program Chief Technology Officer Manager – Sales, Residential Services

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