HKBN Ltd. — Share Issue/Capital Change 2015

Jun 29, 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 29 June 2015, the Board of Directors of HKBN Ltd. (the “ Company ”, together with its subsidiaries, the “ Group ”) resolved to grant 2,722,986 Restricted Share Units (the “ RSUs ”) to 228 Participants pursuant to the Co-Ownership Plan II (the “ Plan ”) adopted by the Company on 21 February 2015. Among the 2,722,986 RSUs, 238,608 RSUs and 158,132 RSUs were granted to Mr. William Chu Kwong Yeung (“ Mr. Yeung ”) and Mr. Ni Quiaque Lai (“ Mr. Lai ”) respectively. Mr. Yeung and Mr. Lai are Executive Directors of the Company.

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

GRANT OF RSUS PURSUANT TO THE PLAN

Acheson Limited (the “ Plan Trustee ”) was appointed as the trustee of the Plan to assist with the administration and vesting of RSUs granted pursuant to the Plan. During the period from 15 June 2015 to 19 June 2015, the Plan Trustee utilised the Investment Amount contributed by the Participants to purchase 6,354,000 shares of the Company (the “ Purchased Shares ”) at an average price of HK$9.5408 from the open market.

On 29 June 2015, the Board resolved to grant 2,722,986 RSUs (the “ Grants ”), on the basis of 3 RSUs for every 7 Purchased Shares, to 228 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:

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• (a) 25% of RSUs shall vest on 29 June 2016; (b) 25% of RSUs shall vest on 29 June 2017; and (c) 50% of RSUs shall vest on 29 June 2018.

Further details of the Grants are set out below:

		Percentage of the issued
		share capital of the
	Number of	Company as at the date
Participants	RSUs granted	of this announcement
Directors of the Company
Mr. Yeung, an Executive Director	238,608	0.024%
Mr. Lai, an Executive Director	158,132	0.016%
Other Participants	2,326,246	0.231%
Total	2,722,986	0.271%

Based on the closing price of HK$8.50 per share as quoted on The Stock Exchange of Hong Kong Limited on 29 June 2015, the market value of the shares that are the subjects of the RSUs granted to Mr. Yeung and Mr. Lai would be approximately HK$2,028,000 and HK$1,344,000 respectively, and approximately HK$19,773,000 for the RSUs granted to the other Participants. 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.

Among the Shares Issued under Capitalisation Issue, 2,722,986 shares will be utilised for the Grants, representing approximately 48% of the total number of the Shares Issued under Capitalisation Issue. The remaining Shares Issued under 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. There is currently another batch of grants of RSUs in contemplation, whereby invitations will be made under the Plan mainly to Talents based in the PRC. In this regard, a further announcement will be made in due course.

REASONS FOR AND BENEFITS OF THE GRANTS

The purpose of the 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.

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The Directors (including all the Independent Non-executive Directors) of the Company consider that the terms of the Transactions are on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole. Each of Mr. Yeung and Mr. Lai had material interests in their respective grants, and therefore abstained from voting on the relevant board resolutions approving such grants.

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

Hong Kong, 29 June 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[(Note)] :

TALENT NAME

BUSINESS TITLE

AU Kar Fai Patrick AU Ming Lai, Min AU Wai Ming, Sarah AU Wing Hong, Brian CHAN Bo Chun, Bonnie CHAN Che Lan, Angus CHAN Cheung Ching, Ching CHAN Chun Yu, CY CHAN Fan Hei, Joe CHAN Fung Yee, Peggy CHAN Hiu Ting, Rachel CHAN Ka Kit, Tony CHAN Kai Fung Jeffrey CHAN Kam Kwan, Wendy CHAN Kin Sun, Sunny CHAN Kwok Fai, Patrick CHAN Lik Hang, Lionel CHAN Lui, Lui CHAN Man Wai, Bob CHAN Pui Yin, Lisa CHAN See Wan, Ada CHAN Shing Kit, Leo CHAN Siu Fung Angus CHAN Tik Sum, Dicky CHAN Wai Hong, Ken CHAN Wai Hung, Joe CHAN Wai Tim, Timmy CHAN Wing Kin, Nicky CHAN Wing Sze, Annie CHAN Yiu Man, Vincent CHAN Yuen Fong, Ada CHANG Kwok Ho, Dallas CHANG Sze Cheong, Ken CHEN Lui Kat, Clara CHEN Xiao Qing, Steven CHENG Kit Yan Gladys CHENG Sui Wah, Coco CHENG Suk Ping, Asta CHENG Wai Keung, Keung CHENG Wing Kai, Kai CHEUNG Chung Sze, Josey CHEUNG Hiu Lun, Winsy CHEUNG Ho Fai Paul

Senior Officer – Customer & Technical Service, Enterprise Solutions Senior Officer – Sales Support, Enterprise Solutions Officer – Operation, Residential Services Senior Officer – Quality Management Manager – Administration & Corporate Social Investment Senior Manager – Technical Service Officer – Online Services Associate Director – Talent & Organization Development Account Manager, Enterprise Solutions Executive Secretary Assistant Manager – Sales, Enterprise Solutions Manager – Sales, Enterprise Solutions Assistant Manager – Finance Analyst Programmer Senior Engineer Manager – Sales, Enterprise Solutions Senior Officer – Customer & Technical Service, Enterprise Solutions Engineer Senior Network Engineer Senior Manager – Marketing Senior Internal Auditor Manager – IT Senior Officer – Customer & Technical Service, Enterprise Solutions Engineer Senior Account Manager, Enterprise Solutions Account Manager, Enterprise Solutions Engineer Assistant District Service Network Consultant Associate Director – Customer Service, Residential Services Assistant Manager – Network Operation Project Officer Senior Unit Manager, Residential Services Associate Director – Carrier Sales, Enterprise Solutions Senior Account Manager, Enterprise Solutions Officer – System Support Associate Director – Corporate & Digital Communications Manager – Business Development, Enterprise Solutions Senior Manager – Commercial, Enterprise Solutions Senior Engineer Manager – Network Operation Assistant Manager – Marketing Analyst Programmer Assistant Manager – Sales, Enterprise Solutions

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TALENT NAME

BUSINESS TITLE

CHEUNG Hong Lai, Steven Officer – Business Process Management CHEUNG Ka Ho, Jacky Assistant Manager – Finance CHEUNG Mi Yi, Fion Officer – Sales Support, Enterprise Solutions CHEUNG Siu Fun, Cizzy Senior Officer – Sales Support, Enterprise Solutions CHEUNG Tsz Wai, King Senior Account Manager, Enterprise Solutions CHEUNG Yiu Lung, Samuel Account Manager, Enterprise Solutions CHEUNG Yuk Sun, Andy Engineer CHIU Lun Hang, Victor Senior Manager – Corporate Relationship, Enterprise Solutions CHO Ka Wai, Carol Senior Officer – Talent Development CHOI Sau Luen, Germaine Manager – Digital Communications CHONG Selina Chief Marketing Officer CHOW Chun Yu, Chris Assistant Manager – Network CHOW Hoi Yan, Claudia Senior Officer – Talent Management CHOW Hoi Yan, Ringo Unit Manager, Residential Services CHOW Tak Yin, Yager District Service Network Consultant CHOY Pak Nin, Hydro Analyst Programmer CHOY Siu Fung, Winnie Project Officer CHU Kin Leung, Alex Manager – Sales, Enterprise Solutions CHU King Shun, Johnson Senior Manager – Strategic Marketing CHU Lap, Danny Senior Manager – IT CHU Pui Ho Raymond Assistant Manager – Project Management, Enterprise Solutions CHU Ting Ting, Echo Officer – Operation, Residential Services CHUEN Wai Fan, Demi Senior Officer – Customer & Technical Service, Enterprise Solutions CHUNG Ho Wai, Joe Officer – Customer Service, Enterprise Solutions CHUNG Lui Nar, Fiona Manager – Sales, Enterprise Solutions ENG Tat Hang, Terry Assistant Manager – Network FAN Shu Yee Cindy Associate Director – Customer Care & Online Services FOK Wai Leung, WL Associate Director – IT FUNG Sze Ming, Ryan Senior Engineer FUNG Wai Yuk, May Manager – Sales, Enterprise Solutions HAU Tik Leung, Tony Account Manager, Enterprise Solutions HO Chan Fai, Eric Chief Information Officer HO Chun Kit, Kit Senior Officer – Customer Care HO Chun, Chun Unit Manager, Residential Services HO Hin Wah, Franco Analyst Programmer HO Kwok Kay, Bruce Manager – Product Development & Management, Enterprise Solutions HO May Kiu, May Manager – Sales, Enterprise Solutions HO Wai Man, Raymond Manager – Network HO Yin Tsung, Candy Officer – Business Operations Support HUANG Jiajun, Fiona Assistant Company Secretary HUE Khim Ling, Kim Manager – Marketing Communications HUI Leong Kin, Ben Director – Customer Retention & Retail, Residential Services HUI Sze Man, Sue Account Manager, Enterprise Solutions HUI Ying Tat, Alex Officer – Technical Support IP Chi Chuen Bono District Service Network Consultant IP Ying Ho, Housman Assistant Manager – Talent Management

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TALENT NAME

JIANG Han, Tony KAM Wing Kit, Edith KAN Wing Cheung, Jerry KO Ching Yan Loretta KO Chung Shan, Joanna KONG Tsz Wai, Sally KWAN Chun Sing Tommy KWAN Chung Leung, Alex KWAN Ka Yau, William KWOK Wai Kin, Stephen KWONG Kwok Keung, Ken LAI Chi Ho Benny LAI Kam Wai, Paul LAI Ni Quiaque, NiQ LAI Yuen Man, Carol LAM Chi Hang, Kenji LAM Ka Ling, June LAM Pui Pik Monza LAM Siu Kei, Catherine LAM Wai Chun, Anthony LAU Ka Shing Stanley LAU Kin Wah, Andy LAU Mau Chun LAU Mei Yin, Ivy LAW Ka Ho, Kevin LAW Yee Nei, Sharon LAW Yun Ha, Emily LEE Chun Yin, Terry LEE Chung Po Brian LEE Fung Chi, Maisie LEE Sai Ting, Dumas LEE Siu Ming, Justin LEE Yuen Lam, Kitty LEONG Man Sze, Money LEUNG Chi Wai, Van LEUNG Hiu Fung LEUNG Kar Yee, Carrie LEUNG King Chiu, Patrick LEUNG Siu Kei, Franco LEUNG Wai Chun, Cindy LEUNG Wai Hong Franki LEUNG Wai Lun, Alfred LI Chi Lun Alan LI Ka Yu, Ryan LI Lok, Eddy

BUSINESS TITLE

Senior Programmer Manager – Talent Development Senior Engineer Associate Director – Sales, Enterprise Solutions Manager – Intelligent Building Access Associate Director – Quality Assurance, Enterprise Solutions Assistant Manager – Sales, Enterprise Solutions Officer – Application Support Senior Manager – Network Infrastructure Manager – IT Manager – Sales, Enterprise Solutions Senior System Analyst Engineer Head Of Talent Engagement & Chief Financial Officer Manager – Marketing Manager – Commercial, Enterprise Solutions Director – Digital Operations System Analyst Associate Director – Marketing Manager – Sales, Enterprise Solutions Analyst Programmer Associate Director – Customer Retention & Retail, Residential Services Manager – Network Infrastructure Director – Talent Engagement & Corporate Social Investment Engineer Account Manager, Enterprise Solutions Officer – Procurement Senior Engineer Associate Director – Sales, Enterprise Solutions Senior Account Manager, Enterprise Solutions Engineer Assistant Manager – Network Operation Assistant Manager – Marketing Officer – Credit & Collection District Service Network Consultant Engineer Senior Officer – Operation, Residential Services Company Secretary & Financial Controller Senior System Analyst Senior Manager – IT Senior Officer – Operation, Residential Services Senior Engineer Assistant Manager – Digital Operations Associate Director – Customer Acquisition, Residential Services Unit Manager, Residential Services

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TALENT NAME

BUSINESS TITLE

LI Man Chung, Craig LI Man Hong, Don LI Ming Ho, Marco LI Wai Ching, Phoebe LI Yun Lung Henry LIN Nga Chi, Gigi LIU Chun Ho, Joe LIU Wai Sze, John LO Ka Chung, Jacky LO Kin Fung, Jason LUI Chi Wan Stephen MA Chung Yeung, Norman MA Ling, Sharron MAK Yiu Man, Lawrence MEI Wai Ming Jacky MUNG Wai Kin, Warren NG Chi Ho, Mikron NG Lai King, Yoyo NG Man Lung, Calvin NG Man Piu, Bill NG Yuet Leung, Mike

LI Man Chung, Craig Manager – Technical Customer Service, Enterprise Solutions LI Man Hong, Don Manager – Solutions Consulting, Enterprise Solutions LI Ming Ho, Marco Assistant Manager – Marketing LI Wai Ching, Phoebe Assistant Manager – Marketing LI Yun Lung Henry Senior Manager – Marketing LIN Nga Chi, Gigi Officer – Operations Support LIU Chun Ho, Joe Manager – Telesales, Residential Services LIU Wai Sze, John Senior Area Service Manager LO Ka Chung, Jacky District Service Network Consultant LO Kin Fung, Jason Assistant Manager – Finance LUI Chi Wan Stephen Associate Director – IT MA Chung Yeung, Norman Senior Engineer MA Ling, Sharron Officer – Legal MAK Yiu Man, Lawrence Senior Engineer MEI Wai Ming Jacky Manager – Sales, Residential Services MUNG Wai Kin, Warren Manager – Telesales, Residential Services NG Chi Ho, Mikron Director – Customer Acquisition NG Lai King, Yoyo Senior Manager – Business Support, Enterprise Solutions NG Man Lung, Calvin Manager – Sales, Residential Services NG Man Piu, Bill Senior Engineer NG Yuet Leung, Mike Senior Manager – Business Development & Project Management, Enterprise Solutions OR Yuk Ka, Oscar Officer – Customer Experience, Enterprise Solutions PANG Shuk Han, Sharon Senior Officer – Business Process Management PANG Siu Wai, Peter Senior Manager – Sales, Enterprise Solutions PUN Hei Wa, Herman Director – Operations Support SHEK Tsz Dik, Dik Senior Engineer SHIU Chui Shan Trasan Senior Manager – Customer Retention & Retail, Residential Services SHIU Yung Yin, Elinor Associate Director – Marketing, Enterprise Solutions SHUM Pak Kin, Ken Manager – Network Operation SIN Ho Nam Herman Senior Officer – Software Quality Assurance SZE Pik Ki, Joey Assistant Manager – Digital Communications TAI Yu King, King Account Manager, Enterprise Solutions TAM Man Shan, Shan Manager – Audit TAM Maria Amy Legal Counsel TAM Shuk Ling, Tina Senior Engineer TAM Siu Yun, Jason Senior Officer – System Support TAM Sze Yan, Bus Engineer TAN Sze Jye, CJ Investor Engagement TANG Chi Biu Gary Engineer TING Man Sin, Nick Assistant Manager – Network TO Suk Fai, Toby Assistant Manager – Marketing TONG Wing Yee, Wing Manager – Customer Experience, Enterprise Solutions TSANG Kwong Yin, Don Analyst Programmer TSANG Man To, To Engineer

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TALENT NAME

BUSINESS TITLE

TSANG Tsz Ming, Mingo Senior Manager – Sales, Enterprise Solutions TSE Lai Ping, Betty Manager – Corporate Relationship, Enterprise Solutions TUNG Wai Shing, Wilson Manager – Telesales, Residential Services WA Ka Wai, Patrick Assistant Manager – Strategic Marketing WAN Chi Yuen, Chi Yuen Unit Manager, Residential Services WATT Chun Man Adrian Director – Carrier Sales, Enterprise Solutions WONG Cheuk Ting, Cheuk Senior System Analyst WONG Chi Hung, Jerry Account Manager, Enterprise Solutions WONG Ching Ha Lemon Senior Officer – Talent Management WONG Chung Lam, David Manager – Building Access WONG Ho Pan, Kiff Shop Manager, Residential Services WONG Ka Ki, Chris Associate Director – Solutions Consulting, Enterprise Solutions WONG Kit Hang, Steven Assistant Manager – Sales, Enterprise Solutions WONG Kwai Shim, Bonnie Senior Officer – Online Services WONG Kwok Kin, Rex Assistant Manager – Project Management, Enterprise Solutions WONG Man Hau, Tony Senior Account Manager, Enterprise Solutions WONG Man Ping Gary Associate Director – Sales, Enterprise Solutions WONG Oi Yee, June Officer – Credit & Collection WONG Pak Keung, Danny Engineer WONG Pak Lin, Thomas Manager – Product Development & Management, Enterprise Solutions WONG Pui Fong Ivy Senior Programmer WONG Siu Kai, Frankie Assistant Manager – Sales, Enterprise Solutions WONG Siu Ping Agnes Senior Manager – Talent Management WONG Tak Shing, Andy System Analyst WONG Tak Shing, Boris Manager – Sales, Enterprise Solutions WONG Wai Ki, Edwin Technical Support Officer WONG Wai Shing Engineer WOO Chi Chung, Edwin Senior Account Manager, Enterprise Solutions YAU Ka Ming, Steven Associate Director – Network Operation YEUNG Chu Kwong, William Chief Executive Officer YEUNG Ka Lam, Alvin Assistant Manager – Sales, Enterprise Solutions YEUNG Kwok Chung Senior Engineer YEUNG Kwong Cheung, Senior Manager – Regulatory Affairs & International Business Charles YEUNG Man Chung, Wilson Manager – Application Development YEUNG Tak Wa William, Billy Chief Commercial Officer – Enterprise Solutions YEUNG Wai Him Engineer YIM Chung Hoi Eric Manager – Product Development & Management, Enterprise Solutions YIP Ka Wai Boris Manager – Customer Service, Residential Services YIP Yuen Wai, Jason Engineer YIU Cheung Lung Alex Officer – Operation, Enterprise Solutions YU Ka Lo, Carol Officer – Procurement YU Lok Yuen, Joe Senior Engineer YUEN Man Chung, Benson Assistant Manager – Solutions Consulting, Enterprise Solutions YUEN Mei Ting, Winnie Officer – Talent Management

Note: The list excludes 6 Participants who opted to remain anonymous.

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