IBI Group Holdings Limited — Capital/Financing Update 2021

Oct 18, 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.

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IBI Group Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1547)

DISCLOSEABLE TRANSACTION DISPOSAL OF LISTED SECURITIES IN HSBC HOLDINGS PLC

THE DISPOSAL

The Board wishes to announce that on 18 October 2021, the Company, through its whollyowned subsidiary, disposed on the open market a total of 258,400 HSBC Shares at an aggregate consideration of approximately HK$11,835,000 (exclusive of transaction costs) at an average price of approximately HK$45.8 per HSBC Share.

As a result of the Disposal, the Group expects to realise a gain of approximately HK$1,288,000, being the difference between the aggregate consideration for the Disposal and the aggregate purchase price of the HSBC Shares sold.

As the Disposal was conducted through the open market, the Company is not aware of the identities of the buyers of the HSBC Shares. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the buyers of HSBC Shares and their respective ultimate beneficial owners are Independent Third Parties.

THE LISTING RULES IMPLICATIONS

One or more than one of the applicable percentage ratios for the Disposal, is more than 5% and below 25%. As such, the Disposal constitutes a discloseable transaction of the Company and is therefore subject to the notification and announcement requirements but exempt from the Shareholders’ approval requirement pursuant to Chapter 14 of the Listing Rules.

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THE DISPOSAL

The Board wishes to announce that on 18 October 2021, the Company, through its whollyowned subsidiary, IBI Investment Holdings Limited, disposed on the open market a total of 258,400 HSBC Shares at an aggregate consideration of approximately HK$11,835,000 (exclusive of transaction costs) at an average price of approximately HK$45.8 per HSBC Share.

As the Disposal was conducted through the open market, the Company is not aware of the identities of the buyers of the HSBC Shares. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the buyers of HSBC Shares and their respective ultimate beneficial owners are Independent Third Parties.

Assets disposed

The HSBC Shares disposed of by the Group represented approximately 0.0012452% of the total number of issued HSBC Shares as at the date of this announcement. Upon the completion of the Disposal, the Group will not hold any HSBC Shares.

REASONS FOR AND BENEFITS OF THE DISPOSAL

Based on the recent market prices of HSBC Shares, the Directors are of the view that the Disposal represented an opportunity to realise the Group’s investments in the HSBC Shares so as to enhance the cash flow of the Group.

As a result of the Disposal, the Group expects to realise a gain of approximately HK$1,288,000, being the difference between the aggregate consideration for the Disposal and the aggregate purchase price of the HSBC Shares sold. The Directors intend to use the net proceeds from the Disposal as general working capital of the Group.

As the Disposal were conducted at market price, the Directors are of the view that the Disposal were fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE GROUP

The principal activities of the Group are as a building contractor focusing on providing renovation services as a main contractor for property projects in the private sector in Hong Kong and Macau. The Group also maintains a subsidiary focusing on strategic investments and another focusing on the provision of products and services in relation to monitoring and improving indoor air quality, energy efficient technology and modern sustainable building materials.

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INFORMATION ON HSBC

HSBC is a company incorporated in England and listed on the Main Board of the Stock Exchange (stock code: 5). The principal business of HSBC is provision of comprehensive range of banking and related financial services through an international network in the Asia Pacific region, Europe, the Americas, the Middle East and Africa.

The following audited financial information is extracted from the annual report of HSBC for the year ended 31 December 2020:

RevenueProfit before taxProfit after tax attributable to the shareholders of HSBCNet assets	Year Ended 31 December20202019USD’millionUSD’million50,42956,0988,77713,3473,8985,969204,995192,668

LISTING RULES IMPLICATIONS

One or more than one of the applicable percentage ratios for the Disposal, is more than 5% and below 25%. As such, the Disposal constitutes a discloseable transaction of the Company and is therefore subject to the notification and announcement requirements but exempt from the Shareholders’ approval requirement pursuant to Chapter 14 of the Listing Rules.

DEFINITIONS

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

‘‘Board’’ the board of Directors of the Company ‘‘Company’’ IBI Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange ‘‘Director(s)’’ the director(s) of the Company ‘‘discloseable transaction’’ as defined in the Listing Rules ‘‘Disposal’’ the disposal by the Group through a series of transactions on the open market through the Stock Exchange of an aggregate of 258,400 HSBC Shares conducted on 18 October 2021 at an aggregate consideration of approximately HK$11,835,000 (exclusive of transaction costs)

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‘‘Group’’	the Company and its subsidiaries	the Company and its subsidiaries
‘‘HK$’’	Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’	theHongKongSpecial	AdministrativeRegion	of	the
	People’s Republic of China
‘‘HSBC’’	HSBC Holdings Plc, a company incorporated in England			of
	which the shares are listed	on the Main Board of the Stock
	Exchange (stock code: 5)
‘‘HSBC Shares’’	ordinary shares of HSBC	of USD0.5 each in the share
	capital of HSBC
‘‘Independent Third Parties’’	third parties independent of	the Company and its connected
	persons
‘‘Listing Rules’’	The Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘percentage ratios’’	as defined in Rule 14.07 of	the Listing Rules
‘‘Shareholder(s)’’	shareholder(s) of the Company
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘USD’’	United States dollars, the	lawful currency of the	United
	States
‘‘%’’	per cent

By order of the Board IBI Group Holdings Limited Neil David Howard Chairman

Hong Kong, 18 October 2021

As at the date of this announcement, the executive Directors are Mr. Neil David Howard and Mr. Steven Paul Smithers; and the independent non-executive Directors are Mr. Robert Peter Andrews, Mr. David John Kennedy and Mr. Martin Woods.

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