HSC Resources Group Limited — Capital/Financing Update 2020

Apr 3, 2020

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.

WINDMILL GROUP LIMITED ( 海 鑫 集 團 有 限 公 司 ) (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1850)

RESTORATION OF PUBLIC FLOAT

Reference is made to (i) the composite offer and response document jointly issued by Standard Dynamic Enterprises Limited (the ‘‘Offeror’’) and WINDMILL Group Limited (the ‘‘Company’’) on 3 March 2020 (the ‘‘Composite Document’’) in relation to, among other things, the mandatory unconditional cash offer by Altus Investments Limited for and on behalf of the Offeror to acquire all the issued shares of the Company (other than those already owned by the Offeror and parties acting in concert with it) (the ‘‘Offer’’); and (ii) the announcement jointly issued by the Offeror and the Company on 24 March 2020 in relation to, among other things, the close of the Offer. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

COMPLETION OF PLACING

The Board was informed by the Offeror that the Offeror had on 2 April 2020, through the Placing Agent, disposed of 33,380,000 Shares, representing approximately 4.17% of the total issued share capital of the Company as at the date of this announcement, to independent third parties who are (i) not Shareholders and not connected with the Company, the Directors, chief executive, Substantial Shareholders or any of their respective subsidiaries or any of their respective associates; and (ii) not connected with the Offeror or parties acting in concert with it, including the Offeror Concert Parties.

– 1 –

RESTORATION OF PUBLIC FLOAT

Immediately following completion of the placing and as at the date of this announcement, 200,000,000 Shares, representing 25.00% of the total issued share capital of the Company, were held by the public (within the meaning of the Listing Rules). As such, the public float of the Company has been restored to not less than 25.00% of its issued share capital, being the minimum public float requirement as set out under Rule 8.08(1)(a) of the Listing Rules. Set out below is the shareholding structure of the Company (i) immediately prior to completion of the placing and (ii) immediately after completion of the placing and as at the date of this announcement:

ShareholdersThe Offeror and the OfferorConcert Parties:The OfferorSmart MillionSub-totalOther public ShareholdersTotal	Immediately prior tocompletion of the placingNumber ofSharesApproximate%513,414,00264.17119,965,99815.00633,380,00079.17166,620,00020.83800,000,000100.00	Immediately aftercompletion of the placingand as at the dateof this announcementNumber ofSharesApproximate%480,034,00260.00119,965,99815.00600,000,00075.00200,000,00025.00800,000,000100.00	Immediately aftercompletion of the placingand as at the dateof this announcementNumber ofSharesApproximate%480,034,00260.00119,965,99815.00600,000,00075.00200,000,00025.00800,000,000100.00
			75.00
			25.00
			100.00

By order of the Board WINDMILL Group Limited Li Shing Kuen Alexander Chairman and Chief Executive Officer

Hong Kong, 3 April 2020

As at the date of this announcement, the executive Directors are Mr. Li Shing Kuen Alexander and Mr. Poon Kwok Kay; the non-executive Director is Mr. Cheung Wai Hung; and the independent non-executive Directors are Mr. Pun Kin Wa, Mr. Tsang Man Biu and Mr. Lee Kwok Tung Louis.

– 2 –