P.B. Group Limited — Capital/Financing Update 2017

Nov 24, 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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Feishang Non-metal Materials Technology Limited 飛尚非金屬材料科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8331)

COMPLETION OF PLACING OF NEW SHARES AND SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

Reference is made to the announcements of Feishang Non-metal Materials Technology Limited (the “ Company ”) dated 31 October 2017 (the “ Announcement ”) and 20 November 2017 (the “ Supplementary Announcement ”) respectively in relation to the Placing and Subscription. Unless defined otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcement and the Supplementary Announcement.

COMPLETION OF PLACING

The Board is pleased to announce that all the conditions of the Placing have been fulfilled and the completion of the Placing took place on 24 November 2017. A total of 40,000,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees at the Placing Price of HK$1.45 per Placing Share pursuant to the terms and conditions of the Placing Agreement.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placees and their ultimate beneficial owner(s) are Independent Third Parties.

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COMPLETION OF SUBSCRIPTION

The Board is also pleased to announce that all conditions of the Subscription Agreement have been fulfilled and the completion of the Subscription took place on 24 November 2017 in accordance with the terms and conditions of the Subscription Agreement. A total of 10,000,000 Subscription Shares have been allotted to Mr. Cheong Weixiong at the Subscription Price of HK$1.45 per Subscription Share pursuant to the terms and conditions of the Subscription Agreement.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Subscriber is an Independent Third Parties.

EFFECTS ON SHAREHOLDING STRUCTURE

The 40,000,000 Placing Shares represent (i) 8.00% of the issued share capital of the Company immediately before the completion of the Placing and the Subscription; and (ii) approximately 7.27% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and the Subscription Shares.

The 10,000,000 Subscription Shares represent (i) 2.00% of the issued share capital of the Company immediately before the completion of the Placing and the Subscription; and (ii) approximately 1.82% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and the Subscription Shares.

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Set out below is the shareholding structure of the Company immediately before and upon the completion of the Placing and the Subscription:

Shareholders Mr. Zhang Qiang Mr. Cheong Weixiong The Placees and other public Shareholders Total	Immediately before the completion of the Placing and the Subscription No. of Shares % 275,000,000 55.00 – – 225,000,000 45.00 500,000,000 100.00	Immediately upon the completion of the Placing and the Subscription No. of Shares % 275,000,000 50.00 10,000,000 1.82 265,000,000 48.18 550,000,000 100.00	Immediately upon the completion of the Placing and the Subscription No. of Shares % 275,000,000 50.00 10,000,000 1.82 265,000,000 48.18 550,000,000 100.00
			100.00

By order of the Board

Feishang Non-metal Materials Technology Limited DENG Li

Executive Director

Hong Kong, 24 November 2017

As at the date of this announcement, the executive Directors are Mr. DENG Li and Mr. ZHANG Yongmin; and the independent non-executive Directors are Mr. CHAN Chiu Hung Alex, Mr. ZHENG Shuilin and Mr. DUAN Xuechen

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 the information contained in this announcement is accurate and complete in all material aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading

This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least seven days from the day of its publication. This announcement will also be published on the Company’s website at www.fsnmmaterials.com.

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