ISP Global Limited — Capital/Financing Update 2017

Dec 28, 2017

Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus of ISP Global Limited (the “ Company ”) dated 29 December 2017 (the “ Prospectus ”).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the Company in the United States. The Offer Shares have not been, and will not be registered under the United States Securities Act of 1993, as amended from time to time (“ U.S. Securities Act ”) or any state securities law in the United States. The securities may not be offered or sold, within the United Sates except pursuant to registration or an exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There will be no public offer of securities of the Company in the United States.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any shares or other securities of the Company. Potential investors should read the Prospectus carefully for detailed information about the Share Offer described below before deciding whether or not to invest in the Offer Shares thereby being offered.

ISP GLOBAL LIMITED

(Incorporated in the Cayman Islands with limited liability)

LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF SHARE OFFER

Number of Offer Shares : 200,000,000 Shares (subject to the Offer Size Adjustment Option) Number of Public Offer Shares : 20,000,000 Shares (subject to reallocation) Number of Placing Shares : 180,000,000 Shares (subject to reallocation and the Offer Size Adjustment Option) Offer Price : Not more than HK$0.4 per Offer Share and expected to be not less than HK$0.3 per Offer Share, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full upon application in Hong Kong dollars and subject to refund on final pricing) Nominal value : HK$0.01 per Share Stock code : 8487

Sole Sponsor

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KINGSWAY CAPITAL LIMITED

Joint Bookrunners and Joint Lead Managers

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KINGSWAY FINANCIAL SERVICES GROUP LIMITED

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Application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Capitalisation Issue and the Share Offer and upon the exercise of the Offer Size Adjustment Option and any options which may be granted under the Share Option Scheme as described in the Prospectus. Subject to the granting by the Stock Exchange of the listing of, and permission to deal in, the Shares on GEM as mentioned in the Prospectus and the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date, or on any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.

The Share Offer comprises (i) the Public Offer of initially 20,000,000 Public Offer Shares, representing 10% of the total number of the Offer Shares (subject to reallocation); and (ii) the Placing of initially 180,000,000 Placing Shares, representing 90% of the total number of the Offer Shares (subject to reallocation and the Offer Size Adjustment Option). The allocation of the Shares between the Public Offer and the Placing is subject to adjustment as stated in the section headed “Structure and Conditions of the Share Offer — The Public Offer — Reallocation” in the Prospectus.

In addition, the Company is expected to grant the Offer Size Adjustment Option to the Joint Bookrunners (for themselves and on behalf of the Placing Underwriters) under the Placing Underwriting Agreement, pursuant to which the Joint Bookrunners (for themselves and on behalf of the Placing Underwriters) may exercise the Offer Size Adjustment Option prior to the Listing and require the Company to allot and issue up to 30,000,000 additional Shares at the Offer Price, representing up to 15% of the Offer Shares initially available under the Share Offer, on the same terms as those applicable to the Share Offer, solely to cover any excess demand in the Placing. The Company will disclose in its allotment results announcement whether and to what extent the Offer Size Adjustment Option has been exercised, and will confirm in the announcement that, if the Offer Size Adjustment Option is not exercised by then, the Offer Size Adjustment Option will lapse and cannot be exercised on any future date. The allotment results announcement will be published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.ispg.hk .

The Offer Size Adjustment Option will not be used for price stabilisation purposes in the secondary market after listing of the Shares on the Stock Exchange and is not subject to the Securities and Futures (Price Stabilizing) Rules of the SFO (Chapter 571W of the Laws of Hong Kong).

The Offer Price per Offer Share will be not more than HK$0.4 and is expected to be not less than HK$0.3. The Offer Price is expected to be fixed by the Price Determination Agreement between the Joint Bookrunners (for themselves and on behalf of the Underwriters) and the Company on the Price Determination Date. The Price Determination Date is scheduled to be on or about Friday, 5 January 2018. If, for any reason, the Joint Bookrunners (for themselves and on behalf of the Underwriters) and the Company are unable to reach an agreement on the Offer Price by Tuesday, 9 January 2018, the Share Offer will not become unconditional and will lapse.

Applicants for the Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$0.4 per Share together with brokerage fee of 1%, the SFC transaction levy of 0.0027% and the Stock Exchange trading fee of 0.005%, subject to refund without interest if the Offer Price as finally determined is less than HK$0.4 per Offer Share.

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The Share Offer is conditional upon the fulfillment of the conditions as set out in the sub-section headed “Structure and Conditions of the Share Offer – Conditions of the Share Offer” in the Prospectus. If such conditions are not fulfilled (or, where applicable, not waived by the Joint Bookrunners (for themselves and on behalf of the Underwriters)) in accordance with the terms and conditions of the Underwriting Agreements on or before the dates and times as specified therein, the Share Offer will lapse and thereafter, all money received will be refunded to applicants without interest and the Stock Exchange will be notified immediately. Notice of the lapse of the Share Offer will be published by the Company on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.ispg.hk on the next Business Day immediately following the date of such lapse.

The Offer Shares are fully underwritten by the Underwriters pursuant to the Underwriting Agreements. Prospective investors should note that the Joint Bookrunners (for themselves and on behalf of the Public Offer Underwriters) are entitled to terminate their obligations under the Underwriting Agreements by giving notice in writing to the Company upon the occurrence of any of the events set out in the sub-section headed “Underwriting – Underwriting Arrangements, Commissions and Expenses – Public Offer – Grounds for termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, Tuesday, 16 January 2018.

Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the Application Forms.

Applicants who would like to have the allotted Public Offer Shares registered in their own names should complete and sign the WHITE Application Forms. Applicants who would like to have the allotted Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Friday, 29 December 2017, until 12:00 noon on Thursday, 4 January 2018 from:

• (1) the following offices of the Public Offer Underwriters:

Underwriters Address Kingsway Financial Services 7/F, Tower One, Lippo Centre 89 Group Limited Queensway, Hong Kong Great Wall Securities Limited 17/F, No. 148 Electric Road, North Point, Hong Kong

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• (2) any of the following branches of Industrial and Commercial Bank of China (Asia) Limited, the receiving bank:

District	Branch Name	Address
Hong Kong Island	Happy Valley Branch	23 King Kwong Street, Happy Valley, Hong
		Kong
	Sai Wan Ho Branch	Shop G10 G/F, Tai On Building, 57-87 Shau
		Kei Wan Road, Hong Kong
Kowloon	Mei Foo Branch	Shop N95A, 1/F, Mount Sterling Mall, Mei
		Foo Sun Chuen, Kowloon
	Hung Hom Branch	Shop 2A, G/F, Hung Hom Shopping Mall,
		2-34E Tak Man Street, Hung Hom, Kowloon
New Territories	Sheung Shui Branch	Shop 2, G/F, San Fung Building, No.33 San
		Fung Avenue, Shek Wu Hui, Sheung Shui,
		New Territories

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Friday, 29 December 2017 until 12:00 noon on 4 January 2018 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker.

Time for Lodging Application Forms

Your completed WHITE or YELLOW Application Form, together with a cheque or a banker’s cashier order attached and marked payable to “ICBC (Asia) Nominee Limited – ISP Global Public Offer” for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above at the following times:

Friday, 29 December 2017 – 9:00 am to 5:00 pm Saturday, 30 December 2017 – 9:00 am to 1:00 pm Tuesday, 2 January 2018 – 9:00 am to 5:00 pm Wednesday, 3 January 2018 – 9:00 am to 5:00 pm Thursday, 4 January 2018 – 9:00 am to 12:00 noon

The latest time for lodging your application is 12:00 noon on Thursday, 4 January 2018. The application lists will be open from 11:45 a.m. to 12:00 noon on the same date, the last application day or such later time as described in the section headed “How to Apply for the Public Offer Shares – 9. Effect of bad weather on the opening of the applications lists” in the Prospectus.

CCASS Participants can input electronic application instructions from 9:00 a.m. on Friday, 29 December 2017 until 12:00 noon on Thursday, 4 January 2018 or such later time as described in the section headed “How to Apply for the Public Offer Shares – 9. Effect of bad weather on the opening of the application lists” in the Prospectus.

If you are not a CCASS Investor Participant, you may instruct your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Public Offer Shares on your behalf.

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You will be deemed to have authorised HKSCC and/or HKSCC Nominees to transfer the details of your application to the Company, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Branch Share Registrar.

Please refer to the sections headed “Structure and Conditions of the Share Offer” and “How to Apply for the Public Offer Shares” in the Prospectus for details of the conditions and procedures of the Public Offer.

The Company expects to announce the final Offer Price, the indication of the level of interest in the Placing, the level of applications in the Public Offer and the basis of allocation of the Public Offer Shares on Monday, 15 January 2018 on the website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.ispg.hk . The results of allocations, with the successful applicants’ identification document numbers if applicable, under the Public Offer will be made available on 15 January 2018 in the manner described in the section headed “How to Apply for the Public Offer Shares – 10. Publication of Results” in the Prospectus.

Share certificates for the Offer Shares distributed pursuant to the Share Offer will only become valid documents of title when the Share Offer has become unconditional in all respects and the right of termination described in the section headed “Underwriting” in the Prospectus has not been exercised prior to 8:00 a.m. (Hong Kong time) on the Listing Date Tuesday, 16 January 2018. No temporary documents of title will be issued by the Company. No receipt will be issued for the subscription monies for the Offer Shares.

All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.

Assuming the Share Offer becomes unconditional at or before 8:00 am in Hong Kong on Tuesday, 16 January 2018, dealings in the Shares on GEM are expected to commence at 9:00 a.m. on Tuesday, 16 January 2018. The Shares will be traded in board lots of 10,000 Shares. The GEM stock code for the Shares is 8487.

By order of the Board of ISP Global Limited Mong Kean Yeow Chairman and Executive Director

Hong Kong, 29 December 2017

As at the date of this announcement, the executive Directors are Mr. Mong Kean Yeow and Ms. Choon Shew Lang; and the independent non-executive Directors are Mr. Lim Loo Kit, Mr. Lim Meng Yi and Mr. Tang Chi Wai.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; (ii) there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement and a copy of the Prospectus will remain on the Stock Exchange’s website at www.hkexnews.hk and in the case of this announcement, on the “Latest Company Announcements” page for at least seven days from the date of its posting. This announcement and a copy of the Prospectus will also be published on the Company’s website at www.ispg.hk .

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