HKBN Ltd. — Capital/Financing Update 2015

Feb 25, 2015

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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 purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities of the Company. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Shares thereby offered.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares have not been, and will not be, registered under the U.S. Securities Act. The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.

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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

ANNOUNCEMENT MIXED MEDIA OFFER

The Company will be issuing a prospectus on or about Friday, 27 February 2015 in connection with the proposed Global Offering. Application has been made by the Company to the Listing Committee for the listing of and permission to deal in the Shares in issue and to be issued pursuant to the Capitalisation Issue. Dealings in the Shares on the Main Board are expected to commence at 9:00 a.m. on Thursday, 12 March 2015.

The Company will be relying on Section 9A of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong) and will be issuing the WHITE , YELLOW and PINK Application Forms without them being accompanied by a printed Prospectus. The contents of the printed Prospectus are identical to the electronic version of the Prospectus which can be accessed and downloaded from the websites of the Company at www.hkbnltd.net and the Stock Exchange at www.hkexnews.hk under the “HKExnews > Listed Company Information > Latest Listed Company Information” section, respectively.

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Members of the public may obtain a copy of the printed Prospectus, free of charge, upon request during normal business hours from 9:00 a.m. on Friday, 27 February 2015 until 12:00 noon on Wednesday, 4 March 2015 at the following locations:

1. any of the following branches of the receiving banks for the Hong Kong Public Offering

2. (a) The Bank of East Asia, Limited

	District	Branch Name	Address
	Hong Kong Island	Main Branch	10 Des Voeux Road Central, Central
		Wanchai Branch	Shop A–C, G/F, Easey Commercial
			Building, 253–261 Hennessy Road,
			Wanchai
		North Point Branch	326-328 King’s Road, North Point
		Taikoo Shing Branch	Shop G1010–1011, Yiu Sing Mansion,
			Taikoo Shing
	Kowloon	Tsim Sha Tsui Branch	Shop A & B, Milton Mansion,
			96 Nathan Road, Tsim Sha Tsui
		Mei Foo Sun Chuen Branch	Shop N57, G/F, Mount Sterling Mall,
			Mei Foo
	New Territories	Metro City Plaza Branch	Shop 243, Level 2, Metro City Plaza I,
			1 Wan Hang Road, Tseung Kwan O
		Tsuen Wan Branch	239–243 Sha Tsui Road, Tsuen Wan
(b)	Standard Chartered	Bank (Hong Kong) Limited
	District	Branch Name	Address
	Hong Kong Island	Des Voeux Road Branch	Standard Chartered Bank Building,
			4–4A, Des Voeux Road Central,
			Central
		Causeway Bay Branch	G/F to 2/F, Yee Wah Mansion,
			38–40A Yee Wo Street,
			Causeway Bay
	Kowloon	Kwun Tong Branch	G/F, 414 Kwun Tong Road, Kowloon
		Telford Gardens Branch	Shop P9–12, Telford Centre,
			Telford Gardens, Tai Yip Street,
			Kwun Tong
		Lok Fu Shopping	Shop G201, G/F.,
		Centre Branch	Lok Fu Shopping Centre
	New Territories	Metroplaza Branch	Shop No. 175–176, Level 1,
			Metroplaza, 223 Hing Fong Road,
			Kwai Chung
		Shatin Plaza Branch	Shop No. 8, Shatin Plaza, 21–27 Shatin
			Centre Street, Shatin,
			New Territories, Hong Kong
		Maritime Square Branch	Shop 308E, Level 3, Maritime Square,
			Tsing Yi

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1. any of the following offices of the Joint Global Coordinators:

2. (a) Goldman Sachs (Asia) L.L.C., at 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong;

3. (b) J.P. Morgan Securities (Asia Pacific) Limited, at 28th Floor, Chater House, 8 Connaught Road Central, Hong Kong; and

4. (c) UBS AG, Hong Kong Branch, at 52nd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

5. the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong.

Details of where printed Prospectuses may be obtained will be displayed prominently at every branch of The Bank of East Asia, Limited and Standard Chartered Bank (Hong Kong) Limited where WHITE Application Forms are distributed.

During normal business hours from 9:00 a.m. on Friday, 27 February 2015 until 12:00 noon on Wednesday, 4 March 2015, at least three copies of the printed Prospectus will be available for inspection at every location where the WHITE and YELLOW Application Forms are distributed as set out in the section “How to Apply for Hong Kong Offer Shares and Talent Offer Shares — Where to Collect the Application Forms” in the Prospectus.

In this announcement, unless the context otherwise requires, the following terms shall have the meanings set out below:

• “Application Form(s)”

• WHITE Application Form(s), YELLOW Application Form(s), GREEN Application Form(s) and PINK Application Form(s) or, where the context so requires, any of them, that is used in the Hong Kong Public Offering

• “Board of Directors” the board of Directors of the Company

• “Capitalisation Issue” the proposed issue of new Shares credited as fully paid to the Plan Trustee on the Listing Date by capitalising the amount standing to the credit of the share premium account of the Company for the purpose of satisfying RSU grants under the Co-Ownership Plan II

• “Company” HKBN Ltd. ( 香港寬頻有限公司 ), a company incorporated in the Cayman Islands as an exempted company with limited liability on 26 November 2014

• “Co-ownership Plan II” the restricted share unit scheme conditionally approved and adopted by the Company’s shareholders on 21 February 2015

• “Directors” the directors of the Company and “Director” shall be construed accordingly as a director of the Company

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“Global Offering”

the Hong Kong Public Offering (including the Talent Offering) and the International Offering

• “HKSCC”

Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of the Hong Kong Exchanges and Clearing Limited

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Hong Kong Public Offering” the proposed offering of Shares to the public in Hong Kong (including under the Talent Offering), on and subject to the terms and conditions set out in the Prospectus and the Application Forms

• “International Offering” the offer of the International Offer Shares (a) in the United States solely to QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or (b) outside the United States in offshore transactions in reliance on Regulation S, for purchase at the Offer Price, in each case on and subject to the terms and conditions of the International Underwriting Agreement, as further described in the section headed “Structure of the Global Offering” in the Prospectus

• “Joint Global Coordinators” Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities (Asia Pacific) Limited and UBS AG, Hong Kong Branch

• “Listing Committee” the Listing Committee of the Stock Exchange “Listing Date” the date, expected to be on or about 12 March 2015, on which the Shares are first listed and from which dealings in the Shares are permitted to take place on the Main Board

• “Main Board” the main board of the Stock Exchange “Plan Trustee” the trustee of the Co-Ownership Plan II to be appointed prior to the Listing Date

• “Prospectus” the prospectus to be issued on or about Friday, 27 February 2015 by the Company

• “RSU” a restricted share unit granted pursuant to the Co-Ownership Plan II “Shares” ordinary shares with a nominal value of HK$0.0001 each in the share capital of the Company and a “ Share ” means any of them

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Talent Offering” the proposed preferential offering to the Eligible Talents (as defined in the Prospectus) for purchase at the Offer Price on an assured and preferential basis

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“United States”

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

• “U.S. Securities Act”

the United States Securities Act of 1933, as amended

By order of the Board of Directors HKBN Ltd. Bradley Jay Horwitz Chairman

Hong Kong, 25 February 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; Roy Kuan as Non-executive Director and Stanley Chow and Quinn Yee Kwan Law, SBS, JP as Independent Non-executive Directors.

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