Pangaea Connectivity Technology Limited — Capital/Financing Update 2021

Jan 29, 2021

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 for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities. Potential investors should read the prospectus dated 30 January 2021 (the ‘‘Prospectus’’) of Pangaea Connectivity Technology Limited (the ‘‘Company’’) for detailed information about the Company and the Share Offer described below before deciding whether or not to invest in the Offer Shares.

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 and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong, the United States or any other jurisdiction. The Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the ‘‘U.S. Securities Act’’) or any state securities laws of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There is not and it is not currently intended for there to be any public offering of securities of the Company in the United States.

In connection with the Share Offer, CMBC Securities Company Limited as stabilising manager (the ‘‘Stabilising Manager’’), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilising or maintaining the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after Listing Date. However, there is no obligation on the Stabilising Manager, its affiliates or any person acting for it to conduct any such stabilising action. Such stabilisation, which, if commenced, will be conducted at the absolute discretion of the Stabilising Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilising activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Public Offer. Such stabilisation action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilising) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). For details of stabilisation, please refer to the section headed ‘‘Structure of the Share Offer — Stabilisation’’ in the Prospectus.

Potential investors should be aware that stabilising actions cannot be taken to support the price of the Shares for longer than the stabilisation period which will begin on the Listing Date and expire on the 30th day after the date of the last day for lodging applications under the Public Offer. After that date, no further stabilising action may be taken and demand for the Shares and the price of the Shares could fall.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Prospectus.

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Pangaea Connectivity Technology Limited 環 聯 連 訊 科 技 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

SHARE OFFER

Number of Offer Shares under the Share Offer : 250,000,000 Shares (subject to the Over-allotment Option) Number of Public Offer Shares : 25,000,000 Shares (subject to reallocation) Number of Placing Shares : 225,000,000 Shares (including 25,000,000 Employee Reserved Shares) (subject to the Over-allotment Option and reallocation) Maximum Offer Price : HK$0.58 per Offer Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK$0.01 per Share Stock code : 1473

Sole Sponsor

Joint Global Coordinators

Joint Bookrunners Joint Lead Managers

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ApplicationhasbeenmadebytheCompanythroughtheSoleSponsor,Honestum
InternationalLimited,whichislocatedatRoom3005,30/F,WestTowerShunTakCentre,
168ConnaughtRoadCentral,HongKong,totheListingCommitteeoftheStockExchange
forthegrantingoftheapprovalforthelistingof,andpermissiontodealin,theSharesin
issueandtobeissuedontheMainBoardoftheStockExchangeasdescribedinthe
ProspectuspursuanttotheCapitalisationIssue,theShareOfferandanyShareswhichmay
beallottedandissuedpursuanttotheexerciseoftheOver-allotmentOptionandanyoption
whichmaybegrantedundertheShareOptionScheme.

TheShareOffercomprisesthePublicOfferofinitially25,000,000SharesandthePlacingof
initially225,000,000Sharesrepresenting10%and90%ofthetotalnumberofOfferShares
beingofferedundertheShareOffer(subjecttoreallocation),respectively.Ofthe
225,000,000SharesinitiallybeingofferedunderthePlacing,25,000,000OfferShares
(representingapproximately10.0%ofthetotalnumberoftheOfferSharesbeingoffered
undertheShareOffer)areavailableforsubscriptionbyEligibleEmployeesattheOffer
PriceonapreferentialbasisundertheEmployeePreferentialOffering.Theallocationofthe
OfferSharesbetweenthePublicOfferandthePlacingwillbesubjecttoreallocationas
describedinthesectionheaded‘‘StructureoftheShareOffer’’intheProspectus.

Inparticular,theJointGlobalCoordinatorsmayreallocateOfferSharesfromPlacingtothe
PublicOffertosatisfyvalidapplicationsunderthePublicOffer.Inaccordancewith
GuidanceLetterHKEx-GL91-18issuedbytheStockExchange,ifsuchreallocationisdone
otherthanpursuanttoPracticeNote18oftheListingRules,themaximumtotalnumberof
OfferSharesthatmaybeallocatedtothePublicOfferfollowingsuchreallocationshallbe
notmorethandoubletheinitialallocationtothePublicOffer(i.e.50,000,000OfferShares)
andthefinalOfferPriceshallbefixedatthebottomendoftheindicativeOfferPricerange
(i.e.HK$0.52perOfferShare)statedintheProspectus.

Subjecttothegrantingofthelistingof,andpermissiontodealin,theSharesontheStock
ExchangeandcompliancewiththestockadmissionrequirementsofHKSCC,theShareswill
beacceptedaseligiblesecuritiesbyHKSCCfordeposit,clearanceandsettlementinCCASS
witheffectfromthedateofcommencementofdealingsintheSharesontheStockExchange
oranyotherdateasdeterminedbyHKSCC.Settlementoftransactionsbetweenparticipants
oftheStockExchangeisrequiredtotakeplaceinCCASSonthesecondBusinessDayafter
anytradingday.AllactivitiesunderCCASSaresubjecttotheGeneralRulesofCCASSand
CCASSOperationalProceduresineffectfromtimetotime.Allnecessaryarrangementshave
beenmadetoenabletheSharestobeadmittedintoCCASS.Investorsshouldseekadviceof
theirstockbrokersorotherprofessionaladvisersfordetailsofthesettlementarrangementas
sucharrangementsmayaffecttheirrightsandinterests.

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The final Offer Price is expected to be determined by agreement between the Joint Global Coordinators (acting for themselves and on behalf of the Underwriters) and the Company on the Price Determination Date, which is currently expected to be on or around Friday, 5 February 2021 or on such later date as may be agreed between the Joint Global Coordinators (acting for themselves and on behalf of the Underwriters) and the Company. If, for any reason, the final Offer Price is not agreed by Joint Global Coordinators (acting for themselves and on behalf of the Underwriters) and the Company by the Price Determination Date, the Share Offer will not proceed and will lapse. In such event, the Company will issue an announcement on the website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.pangaea.com.hk .

TheOfferPricewillnotbemorethanHK$0.58perOfferShareandisexpectedtobenot
lessthanHK$0.52perOfferShareunlessotherwiseannounced.ApplicantsundertheShare
Offerarerequiredtopay,onapplication,themaximumOfferPriceofHK$0.58perOffer
Shareplusbrokeragefeeof1%,SFCtransactionlevyof0.0027%andStockExchange
tradingfeeof0.005%.

Ifanapplicationisrejected,notacceptedoracceptedinpartonly,oriftheOfferPriceas
finallydeterminedislessthanthemaximumOfferPriceofHK$0.58perOfferShare
(excludingbrokerage,SFCtransactionlevyandtheStockExchangetradingfeethereon),or
iftheconditionsofthePublicOffersetoutinthesectionheaded‘‘StructureoftheShare
Offer—ConditionsofthePublicOffer’’intheProspectusarenotfulfilledorifany
applicationisrevoked,theapplicationmonies,ortheappropriateportionthereof,together
withtherelatedbrokerage,SFCtransactionlevyandtheStockExchangetradingfee,willbe
refunded,withoutinterest,orthechequeorbanker’scashierorderwillnotbecleared(asthe
casemaybe).AnyrefundofyourapplicationmonieswillbemadeonThursday,18
February2021.

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

Applicants who would like the Public Offer Shares to be allotted 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 or in the IPO App through the HK eIPO White Form service. Applicants who would like the Public Offer Shares to be allotted 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. Applicants who are Eligible Employees who wish to apply for Employee Reserved Shares under the Employee Preferential Offering should complete and sign the PINK Application Forms apart from application for the Public Offer Shares.

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Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Saturday, 30 January 2021 until 12:00 noon on Thursday, 4 February 2021 from:

1. the following offices of the Public Offer Underwriters:

CMBCSecuritiesCompany45/F,OneExchangeSquare,
Limited8ConnaughtPlace,Central,
HongKong
ForwinSecuritiesGroupLimitedUnit2201,22/F,OfficeTowerConventionPlaza,
1HarbourRoad,Wanchai,HongKong
LegoSecuritiesLimitedRoom301,3/F,ChinaBuilding,
29Queen’sRoadCentral,
Central,HongKong
CrosbySecuritiesLimited5/FCapitalCentre,151GloucesterRoad,
Wanchai,HongKong
GLAMCapitalLimitedRooms908–11,9/F,NanFungTower,
88ConnaughtRoadCentral&
173DesVoeuxRoadCentral,
Central,HongKong
EnhancedSecuritiesLimited37/F,TimesTower,393JaffeRoad,
Wanchai,HongKong
VictorySecuritiesCompanyRoom1101–3,11/F.,
LimitedYardleyCommercialBuilding,
3ConnaughtRoadWest,SheungWan,
HongKong

2.	the following branches of DBS Bank (Hong Kong) Limited, the receiving bank for the	the following branches of DBS Bank (Hong Kong) Limited, the receiving bank for the	the following branches of DBS Bank (Hong Kong) Limited, the receiving bank for the
	Public Offer:
	District	Branch name	Address
	Hong Kong Island	Head Office	G/F, The Center,
			99 Queen’s Road Central, Central
	Kowloon	SME Centre — Mongkok	2/F, Wofoo Commercial Building,
			574–576 Nathan Road, Mongkok
	New Territories	Kwai Chung Branch	G/F, 1001 Kwai Chung Road,
			Kwai Chung

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Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Saturday, 30 January 2021 until 12:00 noon on Thursday, 4 February 2021 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker.

A PINK Application Form together with the Prospectus can be collected by the Eligible Employees from the Company’s headquarters at Rooms 902–6, 9/F Tai Yau Building, 181 Johnston Road, Wanchai, Hong Kong during the normal business hours from 9:00 a.m. on Saturday, 30 January 2021 until 12:00 noon on Wednesday, 3 February 2021. Electronic copies of the PINK Application Form and the Prospectus can be viewed on the websites of the Company at www.pangaea.com.hk and the Stock Exchange at www.hkexnews.hk .

The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order payable to ‘‘Ting Hong Nominees Limited — Pangaea Connectivity Public Offer’’ should be deposited in the special collection boxes provided at any of the branches of the receiving banks listed above, at the following times:

9:00a.m.to12:00noon—Saturday,30January2021
9:00a.m.to4:00p.m.—Monday,1February2021

9:00a.m.to4:00p.m.—Tuesday,2February2021

9:00a.m.to4:00p.m.—Wednesday,3February2021

9:00a.m.to12:00noon—Thursday,4February2021

Tosafeguardthehealthandsafetyofitsemployeesandcustomersinlightoftherapidly
changingnovelcoronavirussituationinHongKong,thereceivingbankreferredto
abovemayadjustitsbranchservices(includingbranchoperationhours)fromtimetotime.
Forthelatestarrangementonbranchservices,pleaserefertotheDBSwebsiteat
https://www.dbs.com.hk/personal/default.page.

Theapplicationlistswillbeopenfrom11:45a.m.to12:00noononThursday,4February
2021,thelastapplicationdayorsuchlatertimeasdescribedinthesectionheaded‘‘Howto
applyforPublicOfferSharesandEmployeeReservedShares—10.EffectofBadWeather
ontheOpeningoftheApplicationLists’’intheProspectus.

Applicants applying through the HK eIPO White Form service may submit applications through the designated website at www.hkeipo.hk or in the IPO App (24 hours daily, except on the last application day) from 9:00 a.m. on Saturday, 30 January 2021 until 11:30 a.m. on Thursday, 4 February 2021 or such later time as described in the section headed ‘‘How to Apply for Public Offer Shares and Employee Reserved Shares — 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.

CCASS Participants can input electronic application instructions from 9:00 a.m. on Saturday, 30 January 2021 until 12:00 noon on Thursday, 4 February 2021 (24 hours daily, except on the last application day) or such later time as may apply in case of certain bad weather conditions as described in the section headed ‘‘How to Apply for Public Offer Shares and Employee Reserved Shares — 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus. You will be deemed to have authorised HKSCC and/or

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HKSCCNomineestotransferthedetailsofyourapplicationtotheCompany,theSole
Sponsor,theJointGlobalCoordinators,theJointBookrunners,theJointLeadManagersand
theHongKongShareRegistrar.

The completed PINK Application Form, together with a cheque or banker’s cashier order attached and marked payable to ‘‘Ting Hong Nominees Limited — Pangaea Connectivity Preferential Offer’’ for the payment, must be returned to Rooms 902–6, 9/F Tai Yau Building, 181 Johnston Road, Wanchai, Hong Kong by 12:00 noon on Wednesday, 3 February 2021, being the last day for the submission of the PINK Application Forms.

TheapplicationforthePublicOfferShareswillcommenceonSaturday,30January2021
whiletheapplicationresultswillonlybeannouncedonThursday,18February2021andthe
dealingsinSharesontheStockExchangeareexpectedtocommenceonFriday,19February
2021.Theapplicationmonies(includingbrokerage,SFCtransactionlevyandStock
Exchangetradingfee)willbeheldbythereceivingbankonbehalfoftheCompanyandthe
refundmonies,ifany,willbereturnedtotheapplicantswithoutinterestonThursday,18
February2021.ProspectiveinvestorsshouldbeawarethatthePriceDeterminationDateis
expectedtobeonoraboutFriday,5February2021andtherewillbea13-daygapbetween
thePriceDeterminationDateandtheListingDate.

Pleaserefertothesectionsheaded‘‘StructureoftheShareOffer’’and‘‘HowtoApplyfor
PublicOfferSharesandEmployeeReservedShares’’intheProspectusfordetailsofthe
termsandconditionsandapplicationproceduresofthePublicOffer.

The Company expects to announce the final Offer Price, the level of indication of interest in the Placing, the level of applications in the Public Offer and the Employee Preferential Offering and the basis of allocation of Public Offer Shares and Employee Reserved Shares on Thursday, 18 February 2021 on the website of the Company at www.pangaea.com.hk and the website of the Stock Exchange at www.hkexnews.hk .

TheresultsofallocationsinthePublicOffer(withthesuccessfulapplicants’identitycardor
passportorbusinessregistrationnumbers,whereappropriate)andEmployeePreferential
OfferingwillbemadeavailablefromThursday,18February2021throughavarietyof
channelsinthemannerspecifiedinthesectionheaded‘‘HowtoApplyforPublicOffer
SharesandEmployeeReservedShares—11.PublicationofResults’’intheProspectus.

TheCompanywillnotissuetemporarydocumentsoftitleoftheSharesorreceiptfor
applicationmoniesreceived.Sharecertificateswillonlybecomevalidcertificatesoftitleat
8:00a.m.onFriday,19February2021providedthattheShareOfferhasbecome
unconditionalinallrespectsandtherightofterminationdescribedinthesectionheaded
‘‘Underwriting—UnderwritingArrangementsandExpenses—PublicOffer—Groundsfor
TerminationofthePublicOfferUnderwritingAgreement’’intheProspectushasnotbeen
exercised.

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AssumingtheShareOfferbecomesunconditionalatorbefore8:00a.m.onFriday,19
February2021,dealingsintheSharesontheStockExchangeareexpectedtocommenceat
9:00a.m.onFriday,19February2021.TheShareswillbetradedinboardlotsof4,000
Shareseach.ThestockcodeoftheSharesis1473.

By Order of the Board Pangaea Connectivity Technology Limited Mr. Fung Yui Kong Chairman

Hong Kong, 30 January 2021

As at the date of this announcement, the Board comprises Mr. Fung Yui Kong, Dr. Wong Wai Kong and Ms. Leung Kwan Sin Rita as executive Directors; Mr. Kam, Eddie Shing Cheuk as non-executive Director; and Mr. Chan Hiu Fung Nicholas, Mr. Ling Kwok Fai Joseph, and Mr. Sze Wing Chun as independent non-executive Directors.

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