PINE Technology Holdings Limited — Capital/Financing Update 2017

Oct 11, 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.

PINE TECHNOLOGY HOLDINGS LIMITED 松景科技控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1079)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

���������� KCG Securities Asia Limited

Reference is made to the announcement of PINE Technology Holdings Limited (the “ Company ”) dated 21 September 2017 (the “ Announcement ”) in relation to the placing of new Shares under General Mandate. Capitalised terms used herein shall have the same meanings as defined in the Announcement unless the context requires otherwise.

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that all the conditions set out in the Placing Agreement have been fulfilled and completion of the Placing took place on 11 October 2017, where an aggregate of 141,316,956 Placing Shares have been successfully placed to not less than six Placees, at the Placing Price of HK$0.64 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, each of the Placees and where appropriate, their respective ultimate beneficial owners is an Independent Third Party, and none of the Placees and their respective associates has become a substantial shareholder (as defined in the Listing Rules) of the Company immediately upon completion the Placing.

• For identification purposes only

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The gross and net proceeds (after deducting placing commission and other relevant costs and expenses) from the Placing amounted to approximately HK$90.44 million and approximately HK$89.49 million respectively. The net issue price of the Placing Share is approximately HK$0.633 per Placing Share. The Company intends to apply the net proceeds as to HK$10 million for general working capital of the Group, and as to HK$79.49 million for new business opportunities that may be identified by the Company from time to time.

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below illustrates the shareholding structure of the Company immediately before and after completion of the Placing:

Shareholders Sage Global Holdings Limited (Note) Public Shareholders (i) The Placees (ii) Other public Shareholders Total:	Immediately before completion of the Placing Number of Shares Approximate % 721,563,680 74.80 – – 243,021,103 25.20 964,584,783 100.00	Immediately after completion of the Placing Number of Shares Approximate % 721,563,680 65.25 141,316,956 12.78 243,021,103 21.97 1,105,901,739 100.00	Immediately after completion of the Placing Number of Shares Approximate % 721,563,680 65.25 141,316,956 12.78 243,021,103 21.97 1,105,901,739 100.00
			100.00

Note:

Sage Global Holdings Limited (“ Sage Global ”) beneficially owns 721,563,680 Shares. Sage Global is wholly and beneficially owned by South Pearl Ventures Limited (“ South Pearl ”). South Pearl is in turn wholly and beneficially owned by Mr. Zhang Sanhuo, the Chairman and executive Director of the Company.

By order of the Board PINE Technology Holdings Limited Zhang Sanhuo Chairman

Hong Kong, 11 October 2017

As at the date of this announcement, the executive Directors are Mr. Zhang Sanhuo, Mr. Chan Cheuk Ho and Mr. Chiu Hang Tai; and the independent non-executive Directors are Mr. So Stephen Hon Cheung, Mr. Zhou Chunsheng and Mr. Tian Hong.

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