Simplicity Holding Limited — Capital/Financing Update 2020

Nov 2, 2020

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.

This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

SIMPLICITY HOLDING LIMITED 倩碧控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8367)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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Reference is made to the announcement of the Company dated 16 October 2020 and the announcement of the Company dated 20 October 2020 (the “ Announcements ”) in relation to the Placing. Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Announcements.

COMPLETION OF THE PLACING

The Board is pleased to announce that the condition of the Placing has been fulfilled and the completion of the Placing took place on 2 November 2020. An aggregate of 160,000,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees at the Placing Price of HK$0.052 per Placing Share, representing (i) 20.00% of the existing issued share capital of the Company immediately before the completion of the Placing; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of all the Placing Shares.

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, (i) each of the Placees and where appropriate, their respective ultimate beneficial owners, is an Independent Third Party; and (ii) none of the Placees has become a substantial Shareholder (as defined under the GEM Listing Rules) upon Completion.

The gross and net proceeds (after deducting the placing commission and other related expenses from the Placing) are approximately HK$8,320,000.00 million and approximately HK$8,150,000.00 million respectively. The Company intends to apply the net proceeds for the general working capital of the Group.

• For identification purpose only

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CHANGES IN SHAREHOLDING STRUCTURE OF THE COMPANY

The changes in the shareholding structure of the Company as a result of the Placing are as follows:

ShareholdersMarvel Jumbo Limited (Note 1)Charm Dragon Investments Limited(Note 2)The PlaceesOther public ShareholdersTotal	Immediately prior tocompletion of the PlacingNumberof SharesApprox. %540,000,00067.50%60,000,0007.50%––200,000,00025.00%800,000,000100.00%	Immediately aftercompletion of the PlacingNumberof SharesApprox. %540,000,00056.25%60,000,0006.25%160,000,00016.67%200,000,00020.83%960,000,000100.00%	Immediately aftercompletion of the PlacingNumberof SharesApprox. %540,000,00056.25%60,000,0006.25%160,000,00016.67%200,000,00020.83%960,000,000100.00%
			100.00%

Notes:

• (1) Marvel Jumbo Limited is owned as to (i) 30.24% by Ms. Wong Suet Hing; (ii) 30.24% by Ms. Chow Lai Fan; (iii) 18.24% by Ms. Wong Sau Ting Peony; (iv) 14.64% by Ms. Wong Suet Ching; (v) 4.2% by Mr. Ma Sui Hong and 2.44% owned by Linking World Limited. Ms. Wong Suet Hing and Ms. Wong Sau Ting Peony being our executive Directors, are also directors of Marvel Jumbo Limited.

• (2) Charm Dragon Investments Limited is 100% owned by Mr. Cheung Wai Yin Wilson, as such, he is deemed under the SFO to be interested in all the shares in which Charm Dragon Investments Limited is interested. By virtue of being the spouse of Mr. Cheung Wai Yin Wilson, Ms. Lam Ka Wai is deemed to be interested in all the shares in which Mr. Cheung Wai Yin Wilson is interested pursuant to the SFO.

By order of the Board Simplicity Holding Limited Wong Suet Hing Chairman and Executive Director

Hong Kong, 2 November 2020

As at the date of this announcement, the Board comprises Ms. Wong Suet Hing, Ms. Wong Sau Ting Peony, Mr. Ma Sui Hong and Mr. Wong Chi Chiu Henry as executive Directors; and Ms. Ng Yau Kuen Carmen, Mrs. Cheung Lau Lai Yin Becky and Mr. Yu Ronald Patrick Lup Man as independent non-executive Directors.

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This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 respects 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 website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk on the “Latest Information” page for at least 7 days from the date of its posting and will be published on the Company’s website at www.simplicityholding.com.

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