Progressive Path Group Holdings Limited — Capital/Financing Update 2017

Jan 3, 2017

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

Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated 28 November 2016 (the “ Prospectus ”) issued by Progressive Path Group Holdings Limited (the “Company”).

This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilising) Rules (Chapter 571W of the Laws of Hong Kong). 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.

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 in the United States. The 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 securities 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 securities in the United States.

Progressive Path Group Holdings Limited 進昇集團控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1581)

STABILISATION ACTIONS AND END OF STABILISATION PERIOD

STABILISATION ACTIONS AND END OF STABILISATION PERIOD

The Company announces that the stabilisation period in connection with the Share Offer ended on 31 December 2016, being the 30th day after the last day for the lodging of applications under the Public Offer.

The stabilisation actions undertaken by the Stabilising Managers, during the stabilisation period involved:

1. over-allocations of an aggregate of 37,500,000 Shares in the Placing, representing approximately 15% of the total number of Offer Shares initially available under the Share Offer before any exercise of the Over-allotment Option;

2. the borrowing of an aggregate of 37,500,000 Shares by the Stabilising Managers from Profit Gold pursuant to the Stock Borrowing Agreement dated 2 December 2016 to cover the over-allocations in the Placing; and

3. full exercise of the Over-allotment Option by the Joint Lead Managers (on behalf of the Placing Underwriters) on 30 December 2016 in respect of 37,500,000 Shares, representing approximately 15% of the total number of Offer Shares initially available under the Share Offer before any exercise of the Over-allotment Option, at the Offer Price, to facilitate the return of the 37,500,000 Shares borrowed by the Stabilising Managers from the Profit Gold under the Stock Borrowing Agreement, which were used to cover the over-allocations in the Placing.

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STABILISATION ACTIONS AND END OF STABILISATION PERIOD

The Company announces that the stabilisation period in connection with the Share Offer ended on 31 December 2016, being the 30th day after the last day for the lodging of applications under the Public Offer.

The stabilisation actions undertaken by the Stabilising Managers, during the stabilisation period involved:

1. over-allocations of an aggregate of 37,500,000 Shares in the Placing, representing approximately 15% of the total number of Offer Shares initially available under the Share Offer before any exercise of the Over-allotment Option;

2. the borrowing of an aggregate of 37,500,000 Shares by the Stabilising Managers from Profit Gold pursuant to the Stock Borrowing Agreement dated 2 December 2016 to cover the over-allocations in the Placing; and

3. full exercise of the Over-allotment Option by the Joint Lead Managers (on behalf of the Placing Underwriters) on 30 December 2016 in respect of 37,500,000 Shares, representing approximately 15% of the total number of Offer Shares initially available under the Share Offer before any exercise of the Over-allotment Option, at the Offer Price, to facilitate the return of the 37,500,000 Shares borrowed by the Stabilising Managers from Profit Gold under the Stock Borrowing Agreement, which were used to cover the over-allocations in the Placing.

For further details of the full exercise of the Over-allotment Option, please refer to the announcement of the Company dated 30 December 2016.

The shareholding structure of the Company immediately after the end of the stabilisation period is as follows:

Shareholders Profit Gold Public Shareholders

Immediately after	the end of the
stabilisation period
	Approximate
	percentage of the
	Company’s issued
Number of Shares	share capital (%)
750,000,000	72.29
287,500,000	27.71
1,037,500,000	100.00

By order of the Board

Progressive Path Group Holdings Limited Wu Wing Hang Chairman and Executive Director

Hong Kong, 3 January 2017

As at the date of this announcement, the Board comprises Mr. Wu Wing Hang and Mr. Chan Tak Ming, as executive Directors; Mr. Wong Yiu Kit Ernest, Mr. Lee Man Tai and Mr. Leung Ka Fai as independent non-executive Directors.

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