Omnibridge Holdings Limited — Share Issue/Capital Change 2017

Jun 28, 2017

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.

Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated 28 June 2017 (the ‘‘Prospectus’’) of Omnibridge Holdings Limited (the ‘‘Company’’).

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

This announcement is not for release, publication, and 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 an offer or solicitation to purchase or subscribe for securities in the United States. The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the ‘‘U.S. Securities Act’’). The Offer Shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no public offer of the Offer Shares in the United States.

Omnibridge Holdings Limited 橋 英 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

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

Number of Offer Shares : 150,000,000 Shares (subject to the Offer Size Adjustment Option) Number of Placing Shares : 135,000,000 Shares (subject to reallocation and the Offer Size Adjustment Option) Number of Public Offer Shares : 15,000,000 Shares (subject to reallocation) Offer Price : Not more than HK$0.55 per Offer Share and expected to be not less than HK$0.45 per Offer Share (payable in full upon application, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund) Nominal value : HK$0.01 per Share Stock code : 8462

Sole Sponsor

Sole Bookrunner and Sole Lead Manager

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Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Share Offer (including the additional Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option and any option which may be granted under the Share Option Scheme) and the Capitalisation Issue 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 and the Company’s 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 date of commencement of dealings in the Shares on GEM or 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 the Public Offer of initially 15,000,000 Public Offer Shares, representing 10% of the total number of Offer Shares made available under the Share Offer (subject to reallocation as mentioned in the Prospectus), and the Placing of 135,000,000 Offer Shares, representing 90% of the total number of Offer Shares under the Share Offer (subject to reallocation and the Offer Size Adjustment Option as mentioned in the Prospectus). The allocation of the Offer 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 — Reallocation’’ in the Prospectus.

The Offer Price will not be more than HK$0.55 per Offer Share and is expected to be not less than HK$0.45 per Offer Share unless otherwise announced. Applicants for Public Offer Shares under the Public Offer are required to pay in full, on application, the maximum Offer Price of HK$0.55 per Offer Share (plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) and subject to refund. If the Offer Price as finally determined is lower than the maximum Offer Price of HK$0.55 per Offer Share, appropriate refund payments (including the brokerage fee, SFC transaction levy and Stock Exchange trading fee attributable to the excess application monies) will be made to applicants, without interest.

In connection with the Share Offer, the Company is expected to grant to the Sole Bookrunner (for itself and on behalf of the Placing Underwriter(s)) the Offer Size Adjustment Option pursuant to which the Sole Bookrunner (for itself and on behalf of the Placing Underwriter(s)) may at any time on or before Thursday, 13 July 2017, which is the business day immediately before the date of the allotment results announcement, exercise the Offer Size Adjustment Option to require the Company to allot and issue at the Offer Price up to an aggregate of 22,500,000 additional Shares, representing 15% of the aggregate of the total number of Offer Shares initially made available under the Share Offer, on the same terms as those applicable to the Share Offer, solely to cover any over-allocation in the Placing.

The Offer Size Adjustment Option will not be associated with any price stabilisation activities of the Shares in the secondary market after the listing of the Shares on GEM and will not be subject to the Securities and Futures (Price Stabilising) Rules of the SFO (Chapter 571W of the Laws of Hong Kong).

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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 the Public Offer Shares to be issued in their own names should either (i) complete and sign the WHITE Application Forms or (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who would like the Public Offer Shares to be registered in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or their designated CCASS Participant’s stock accounts maintained with 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 Forms, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 28 June 2017 until 12:00 noon on Monday, 3 July 2017 at:

• (a) the following office of the Public Offer Underwriter:

Pacific Foundation Securities Limited 11/F, New World Tower II 16–18 Queen’s Road Central Hong Kong

• (b) any of the following branches of DBS Bank (Hong Kong) Limited, the receiving bank for the Public Offer:

District	Branch Name	Address
Hong Kong Island	United Centre Branch	Shops 1015–1018 on 1/F &
		Shops 2032–2034 on 2/F,
		United Centre, 95 Queensway,
		Admiralty
	North Point Branch	G/F, 391 King’s Road,
		North Point
Kowloon	Nathan Road	2/F, Wofoo Commercial Building,
	— SME Banking Centre	574–576 Nathan Road,
		Mongkok
	San Po Kong	Units 01 & 02, G/F,
	— SME Banking Centre	Winning Centre, 29 Tai Yau Street,
		San Po Kong
	Kowloon Bay	Shop 6, G/F,
	— SME Banking Centre	Chevalier Commercial Centre,
		8 Wang Hoi Road,
		Kowloon Bay
New Territories	Tuen Mun Town Plaza	Shop 23, G/F, Tuen Mun Town
	— SME Banking Centre	Plaza (II), 3 Tuen Lung Street,
		Tuen Mun

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Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 28 June 2017 until 12:00 noon on Monday, 3 July 2017 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong; or your stockbroker who may have YELLOW Application Forms and the Prospectus available.

Your completed WHITE or YELLOW Application Form, together with a cheque or a banker’s cashier order attached and marked payable to ‘‘Ting Hong Nominees Limited — Omnibridge 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 dates and times:

Wednesday, 28 June 2017 — 9:00 a.m. to 5:00 p.m. Thursday, 29 June 2017 — 9:00 a.m. to 5:00 p.m. Friday, 30 June 2017 — 9:00 a.m. to 5:00 p.m. Monday, 3 July 2017 — 9:00 a.m. to 12:00 noon

The application lists will be open from 11:45 a.m. to 12:00 noon on Monday, 3 July 2017, the last application day or such later time as described in the section headed ‘‘How to apply for Public Offer Shares — 10. Effect of bad weather on the opening of the application lists’’ of the Prospectus.

Applicants applying through HK eIPO White Form service may submit applications through the HK eIPO White Form Service Provider at www.hkeipo.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Wednesday, 28 June 2017 until 11:30 a.m. on Monday, 3 July 2017 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Monday, 3 July 2017 or such later time as described under the section headed ‘‘How to apply for Public Offer Shares — 10. Effect of bad weather on the opening of the applications lists’’ of the Prospectus.

CCASS Participants can input electronic application instructions from 9:00 a.m. on Wednesday, 28 June 2017 until 12:00 noon on Monday, 3 July 2017.

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.

You will be deemed to have authorised HKSCC and/or HKSCC Nominees to transfer the details of your application to the Company, the Sole Bookrunner and the Hong Kong Share Registrar.

Please refer to the sections headed ‘‘Structure and conditions of the Share Offer’’ and ‘‘How to apply for Public Offer Shares’’ in the Prospectus for details of the conditions and procedures of the Public Offer.

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Share certificates for the Offer Shares and 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 Underwriting Agreements have not been terminated in accordance with their terms prior to 8:00 a.m. (Hong Kong time) on the Listing Date, which is expected to be Monday, 17 July 2017. The Company will not issue any temporary document of title. No receipt will be issued for sums paid on application in respect of the Offer Shares.

Application for the Public Offer Shares will only be considered on the basis of the terms and conditions as stated in the Prospectus and the Application Forms. The Share Offer is conditional upon the fulfillment of the conditions set forth under the section headed ‘‘Structure and Conditions of the Share Offer — Conditions of the Share Offer’’ of the Prospectus.

The Offer Shares are fully underwritten by the Underwriters pursuant to the Underwriting Agreements. Prospective investors of the Offer Shares should note that the Sole Bookrunner is entitled, in its sole and absolute discretion, to terminate the Underwriters’ obligations under the Underwriting Agreements by notice in writing to the Company, upon the occurrence of any of the events set forth under the section headed ‘‘Underwriting — Underwriting arrangements and expenses — Public Offer — Grounds for termination of the Public Offer Underwriting Agreement’’ of the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. The Offer Price is expected to be fixed by an agreement between the Sole Bookrunner (for itself and on behalf of the Underwriters) and the Company on the Price Determination Date, which is expected to be on or around Tuesday, 4 July 2017, or such later date as may be agreed by the Sole Bookrunner (for itself and on behalf of the Underwriters) and the Company. If, for any reason, the Offer Price is not agreed between the Company and the Sole Bookrunner (for itself and on behalf of the Underwriters) on or before the Price Determination Date, the Share Offer will not become unconditional and will lapse. In the event that the conditions of the Share Offer as mentioned therein are not fulfilled or waived (as the case may be) on or before such dates and times, the Share Offer will lapse and all monies received will be refunded to the applicants of the Share Offer without interest and the Stock Exchange will be notified immediately. If the Share Offer does not become unconditional or the Underwriting Agreements are terminated in accordance with their terms, the Company will make an announcement as soon as possible on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at bgc-group.com on the next business day following the date of such lapse.

Publication of Results

The announcement of the final Offer Price, level of indications of interest in the Placing, the level of applications, the basis of allotment and the results of applications in the Public Offer will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at bgc-group.com on Friday, 14 July 2017.

The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants (where applicable) under the Public Offer will be made available on Friday, 14 July 2017 in the manner described in the section headed ‘‘How to apply for Public Offer Shares — 11. Publication of results’’ of the Prospectus.

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Assuming the Share Offer becomes unconditional at or before 8:00 a.m. (Hong Kong time) on Monday, 17 July 2017, dealings in the Shares on GEM are expected to commence at 9:00 a.m. (Hong Kong time) on Monday, 17 July 2017. The Shares will be traded in board lots of 5,000 Shares each. The stock code of the Shares is 8462.

By order of the Board Omnibridge Holdings Limited Mr. Chew Chee Kian Chairman and Executive Director

Hong Kong, 28 June 2017

As at the date of this announcement, the executive Directors are Mr. Chew Chee Kian, Ms. Yong Yuet Han and Ms. Lo Wing Yan Emmy; and the independent non-executive Directors are Mr. Fan Chun Wah Andrew, J.P., Mr. Koh Shian Wei and Ms. Lam Shun Ka.

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; and (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 the announcement, on the ‘‘Latest Company Announcements’’ page for 7 days from the day of its posting. This announcement and a copy of the Prospectus will also be published and remains on the Company’s website at bgc-group.com.

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