HSC Resources Group Limited — Capital/Financing Update 2021

Oct 19, 2021

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 document and response document dated 17 September 2021 (the “ Composite Document ”) jointly issued by Great Season Ventures Limited, Lianteng Group Limited, Mr. Ren Guisheng (collectively, the “ Joint Offerors ”), and WINDMILL Group Limited (the “ Company ”) in relation to, among other things, the mandatory unconditional cash offer by Get Nice Securities Limited for and on behalf of the Joint Offerors to acquire all the issued shares of the Company (other than those already owned by the Joint Offerors and parties acting in concert with any of them); (ii) the announcement jointly issued by the Joint Offerors and the Company dated 11 October 2021 in relation to, among other things, the close of the Offer, the results of the Offer and the public float of the Company (the “ Closing Announcement ”); and (iii) the announcement issued by the Company dated 18 October 2021 in relation to the Stock Exchange’s grant of waiver to the Company from strict compliance with the minimum public float requirement (the “ Waiver Announcement ”). Unless otherwise defined, all capitalised terms used herein shall have the same meanings as defined in the Composite Document, the Closing Announcement, and the Waiver Announcement.

COMPLETION OF PLACING

The Board was informed by the Joint Offerors that the Joint Offerors had on 19 October 2021, through Get Nice Securities as the placing agent, disposed the entire 30,001 Acceptance Shares, representing approximately 0.004% of the total issued share capital of the Company as at the date of this announcement (the “ Placing ”), to an independent third party who is (i) not connected with the Company, the Directors, the chief executive (as defined in the Listing Rules), substantial shareholders (as defined in the Listing Rules) or any of their respective subsidiaries or any of their respective associates (as defined in the Listing Rules); and (ii) not connected with the Joint Offerors or the Joint Offerors’ Concert Parties.

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RESTORATION OF PUBLIC FLOAT

Immediately following completion of the Placing and as at the date of this announcement, 200,000,000 Shares, representing 25% of the total issued share capital of the Company, are 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% of its total 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 Joint Offerors andthe Joint Offerors’ Concert Parties:Great SeasonLianteng GroupMr. RenSub-totalPublic ShareholdersTotal	Immediately prior tocompletion of the PlacingNumber ofSharesApproximate%240,012,00030.00108,005,40013.50252,012,60131.50600,030,00175.00199,969,99925.00800,000,000100.00	Immediately aftercompletion of the Placingand as at the dateof this announcementNumber ofSharesApproximate%240,000,00030.00108,000,00013.50252,000,00031.50600,000,00075.00200,000,00025.00800,000,000100.00	Immediately aftercompletion of the Placingand as at the dateof this announcementNumber ofSharesApproximate%240,000,00030.00108,000,00013.50252,000,00031.50600,000,00075.00200,000,00025.00800,000,000100.00
			75.0025.00
			100.00

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

Hong Kong, 19 October 2021

As at the date of this announcement, the Board comprises (i) Mr. Li Shing Kuen Alexander as executive Director; and (ii) Mr. Pun Kin Wa, Mr. Tsang Man Biu and Mr. Lee Kwok Tung Louis as independent non-executive Directors.

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