Hunlicar Group Limited — Capital/Financing Update 2017

Aug 28, 2017

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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(Incorporated in the Cayman Islands with limited liability) (Stock code: 3638)

PROPOSED GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The board (the “ Board ”) of directors (the “ Directors ”) of Huabang Financial Holdings Limited (the “ Company ”) hereby announces that, on 28 August 2017 (the “ Date of Grant ”), the Company resolved to conditionally granted 85,000,000 share options (the “ Option(s) ”) under the share option scheme (the “ Share Option Scheme ”) adopted by the Company on 21 August 2013 and refreshed on 24th February 2017, to an employee of a wholly-owned subsidiary of the Company (the “ Grantee ”) to subscribe for up to 85,000,000 ordinary shares of HK$0.0008333 each in the share capital of the Company (the “ Share(s) ”), subject to acceptance of the Grantee and approval by the shareholders (the “ Shareholders ”) of the Company in general meeting. The total of 85,000,000 shares to be subscribed under the Options granted represent approximately 2.20% of the existing issued share capital of the Company as at the Date of Grant and approximately 2.16% of the enlarged issued share capital of the Company, assuming the Options are fully exercised. Details of the Options granted are as follows:

Date of Grant : 28 August 2017

Exercise price of Options : HK$0.62 per Share, representing the highest of: granted

• (i) the closing price of HK$0.62 per Share as stated in the Stock Exchange’s daily quotation sheets on the Date of Grant;

• (ii) the average closing price of HK$0.554 per Share as stated in the Stock Exchange’s daily quotation sheets for the five business days immediately preceding the Date of Grant; and

• (iii) the nominal value of HK$0.0008333 per Share.

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• Number of Options granted : 85,000,000 Options (each Option shall entitle the Grantee to subscribe for one Share)

• Validity period of Options : 3 years, from the Date of Grant up to 27 August 2020, both dates inclusive

• Vesting period of Options : (i) one-third of the Options (rounded down to the nearest whole number) shall be exercisable from the Date of Grant to 27 August 2020;

  • (ii) one-third of the Options (rounded down to the nearest whole number) shall be exercisable from 28 August 2018 to 27 August 2020; and

  • (iii) one-third of the Options (rounded down to the nearest whole number) shall be exercisable from 28 August 2019 to 27 August 2020.

As at the Date of Grant, the Company had 3,856,560,000 Shares in issue.

LISTING RULES IMPLICATIONS

Pursuant to Rule 17.03(4) of the Listing Rules and the Share Option Scheme, where any further grant of the options to any participant would result in the Shares issued and to be issued upon exercise of all options already granted and to be granted under the Share Option Scheme or any other schemes of the Group to such person (including options exercised, cancelled and outstanding) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the relevant class of shares of the Company in issue, such further grant must be separately approved by the Shareholders in general meeting. The grantee and his associates must abstain from voting at the general meeting.

As the total number of Shares issued and to be issued upon exercise of the Share Options granted to the Grantee would in a 12-month period exceed 1% of the Shares in issue, the grant of Share Options to and acceptance thereof by the Grantee is subject to the approval by Shareholders pursuant to the Listing Rules and the Grantee and his associates must abstain from voting in favour of such resolution(s) at the extraordinary general meeting (“ EGM ”).

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GENERAL

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the grant of the Options to the Grantee. A circular containing, among other things, further information in relation to the grant of the Options to the Grantee as required under the Listing Rules, together with the notice of the EGM, will be despatched to the Shareholders in due course.

By order of the Board Huabang Financial Holdings Limited George Lu Chairman & Chief Executive Officer

Hong Kong, 28 August 2017

As at the date of this announcement, the executive Directors of the Company are Mr. George Lu, Mr. Lau Wan Po, Mr. Pang Chung Fai Benny and Ms. Lau Wing Sze; and the independent non-executive Directors of the Company are Mr. Loo Hong Shing, Vincent, Mr. Shin Yick Fabian, Mr. Mu Binrui and Mr. Lam Allan Loc.

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