TIL Enviro Limited — Capital/Financing Update 2018

Oct 30, 2018

Unless otherwise defined, capitalised terms and expressions used in this announcement shall have the same meanings as those defined in the prospectus (the ‘‘Prospectus’’) of TIL Enviro Limited (達力環保有限公司) (the ‘‘Company’’) dated 31 October 2018.

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 invitation or offer to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus carefully for detailed information about the Company and the Share Offer described in this announcement before deciding whether or not to invest in the Offer Shares thereby being offered.

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 securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the ‘‘Securities Act’’) as amended from time to time. The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws. There will be no public offer of securities in the United States.

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TIL ENVIRO LIMITED 達 力 環 保 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

LISTING ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF SHARE OFFER

Number of Offer Shares : 250,000,000 Shares Number of Placing Shares : 225,000,000 Shares (subject to re-allocation) Number of Public Offer Shares : 25,000,000 Shares (subject to re-allocation) Offer Price : Not more than HK$0.80 per Offer Share and expected to be not less than HK$0.60, plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars subject to refund without interest) Nominal Value : HK$0.01 per Share Stock code : 1790

Sponsor

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Financial Adviser

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Sole Bookrunner and Sole Lead Manager

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Co-Managers

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Application has been made by the Company to the Stock Exchange for the granting of the approval for the listing of, and permission to deal in, the Shares in issue and to be issued as described in the Prospectus (including the Shares to be issued pursuant to (i) the Capitalisation Issue; (ii) the Share Offer; and (iii) the exercise of the options which may be granted under the Share Option Scheme). Assuming the Share Offer becomes unconditional at or before 8:00 a.m. in Hong Kong on Monday, 19 November 2018, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Monday, 19 November 2018.

The Share Offer comprises the Public Offer of 25,000,000 Public Offer Shares, representing 10% of the Offer Shares, and the Placing of 225,000,000 Placing Shares, representing 90% of the Offer Shares. The allocation of the Offer Shares between the Public Offer and the Placing will be subject to adjustment as described in ‘‘Structure and Conditions of the Share

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Offer’’ in the Prospectus. In particular, the Sole Bookrunner (for itself and on behalf of the Underwriters) may reallocate Offer Shares from the Placing to the Public Offer to satisfy valid applications under the Public Offer or from the Public Offer to the Placing. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done otherwise than pursuant to Practice Note 18 of the Listing Rules, the final Offer Price shall be fixed at the low-end of the indicative Offer Price range (i.e. HK$0.60 per Offer Share) as stated in the Prospectus, and the total number of Offer Shares available under the Public Offer following such reallocation shall not be more than double the initial number of Public Offer Shares, i.e. 50,000,000 Shares (representing 20% of the total number of Offer Shares available under the Share Offer).

Subject to the granting of the approval for listing of, and permission to deal in, the Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS.

The Offer Price is expected to be determined by agreement between the Company and the Sole Bookrunner (acting for itself and on behalf of the Underwriters) on or about Tuesday, 6 November 2018. The Offer Price will not be more than HK$0.80 per Offer Share and is expected to be not less than HK$0.60 per Offer Share, unless otherwise announced. Applicants for the Public Offer Shares are required to pay, on application, the maximum Offer Price of HK$0.80 per Share together with brokerage of 1%, the SFC transaction levy of 0.0027% and the Stock Exchange trading fee of 0.005%. If the Offer Price as finally determined is less than HK$0.80 per Offer Share, appropriate refund payments (including the brokerage, SFC transaction levy and the Stock Exchange trading fee attributable to the surplus application monies) will be made to successful applicants without interest. If, for any reason, the Sole Bookrunner (acting for itself and on behalf of the Underwriters) and the Company are unable to reach an agreement on the Offer Price on or before Tuesday, 6 November 2018, the Share Offer will not become unconditional and will lapse. Notice of the lapse of the Public Offer will cause to be published by the Company on the Stock Exchange’s website at www.hkexnews.hk and on the Company’s website at www.tilenviro.com on the next day following such lapse.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than HK$0.80 per Offer Share, appropriate refund monies (including the brokerage, SFC transaction levy and Stock Exchange trading fee attributable to the surplus application monies) will be made to successful applicants without interest. Further details are set out in ‘‘How to Apply for the Public Offer Shares — 13. Refund of Application Monies’’ in the Prospectus.

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

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IMPORTANT

Applicants who would like to have the allotted Public Offer Shares registered 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 White Form eIPO Service Provider at www.eipo.com.hk under the White Form eIPO service. Applicants who would like to have the allotted Public Offer Shares registered 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.

WHERE TO COLLECT THE PROSPECTUS AND APPLICATION FORMS

Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Wednesday, 31 October 2018 to 12:00 noon on Tuesday, 6 November 2018 from:

1. the following addresses of the Public Offer Underwriters:

Opus Capital Limited 18/F, Fung House 19-20 Connaught Road Central Central Hong Kong

Red Sun Capital Limited Room 3303, 33/F, West Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan Hong Kong

Astrum Capital Management Limited Room 2704, Tower 1 Admiralty Centre 18 Harcourt Road Admiralty Hong Kong

China Yinsheng International Securities Limited 6/F, 9 Des Voeux Road West Sheung Wan, Hong Kong

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1. any of the following branches of Bank of China (Hong Kong) Limited:

District	Branch Name	Address
Hong Kong Island	Bank of China Tower	1 Garden Road, Hong Kong
	Branch
	Lee Chung Street Branch	29–31 Lee Chung Street,
		Chai Wan, Hong Kong
Kowloon	194 Cheung Sha Wan Road	194–196 Cheung Sha Wan
	Branch	Road, Sham Shui Po, Kowloon
New Territories	Tuen Mun San Hui Branch	G13-G14 Eldo Court, Heung
		Sze Wui Road, Tuen Mun,
		New Territories

You can collect a YELLOW Application Form and a Prospectus during normal business hours from 9:00 a.m. on Wednesday, 31 October 2018 to 12:00 noon on Tuesday, 6 November 2018 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker.

Time for Lodging Application Forms

Your completed WHITE or YELLOW Application Form, together with a cheque or a banker’s cashier order attached and marked payable to ‘‘BANK OF CHINA (HONG KONG) NOMINEES LIMITED — TIL ENVIRO PUBLIC OFFER’’ for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above, at the following times:

Wednesday, 31 October 2018 — 9:00 a.m. to 5:00 p.m. Thursday, 1 November 2018 — 9:00 a.m. to 5:00 p.m. Friday, 2 November 2018 — 9:00 a.m. to 5:00 p.m. Saturday, 3 November 2018 — 9:00 a.m. to 1:00 p.m. Monday, 5 November 2018 — 9:00 a.m. to 5:00 p.m. Tuesday, 6 November 2018 — 9:00 a.m. to 12:00 noon

The latest time for lodging your application is 12:00 noon on Tuesday, 6 November 2018. The application lists will be open from 11:45 a.m. to 12:00 noon on the same date, the last application day or such later time as described in ‘‘How to apply for the Public Offer Shares — 10. Effect of Bad Weather on the Opening of the Applications Lists’’ in the Prospectus.

Applicants applying through White Form eIPO service may submit applications through the White Form eIPO Service Provider at www.eipo.com.hk from 9:00 a.m. on Wednesday, 31 October 2018 until 11:30 a.m. on Tuesday, 6 November 2018 or such later time as described in ‘‘How to Apply for the Public Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists’’ in the Prospectus (24 hours daily, except on the last application day).

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CCASS Participants can input electronic application instructions at the following times[(1)] on the following dates:

Wednesday, 31 October 2018 — 9:00 a.m. to 8:30 p.m. Thursday, 1 November 2018 — 8:00 a.m. to 8:30 p.m. Friday, 2 November 2018 — 8:00 a.m. to 8:30 p.m. Saturday, 3 November 2018 — 8:00 a.m. to 1:00 p.m. Monday, 5 November 2018 — 8:00 a.m. to 8:30 p.m. Tuesday, 6 November 2018 — 8:00 a.m. to 12:00 noon

Note:

• (1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Wednesday, 31 October 2018 until 12:00 noon on Tuesday, 6 November 2018 (24 hours daily, except on Tuesday, 6 November 2018, the last application day). The latest time for inputting electronic application instructions will be 12:00 noon, Tuesday, 6 November 2018, the last application day or such later time as described in ‘‘How to apply for the Public Offer Shares — 10. Effects of Bad Weather on the Opening of the Application Lists’’ in the Prospectus.

Please refer to ‘‘Structure and Conditions of the Share Offer’’ and ‘‘How to apply for the Public Offer Shares’’ in the Prospectus for details of the conditions and procedures of the Share Offer.

PUBLICATION OF RESULTS

The Company expects to announce the final Offer Price, the indication of the level of interest in the Placing, the level of applications in the Public Offer and the basis of allocation of the Public Offer Shares on Friday, 16 November 2018, (i) on the Company’s website at www.tilenviro.com; and (ii) on the website of the Stock Exchange at www.hkexnews.hk.

The results of allocations of the Public Offer Shares and the Hong Kong identity card/ passport/Hong Kong business registration numbers of successful applicants and the number of the Public Offer Shares successfully applied for under the Public Offer, will be made available in the manner as described in ‘‘How to apply for the Public Offer Shares — 11. Publication of results’’ in the Prospectus on Friday, 16 November 2018.

No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. on Monday, 19 November 2018 provided that the Share Offer has become unconditional and the right of termination described in ‘‘Underwriting’’ in the Prospectus has not been exercised.

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Assuming that the Share Offer becomes unconditional at or before 8:00 a.m. on Monday, 19 November 2018, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Monday, 19 November 2018. The Shares will be traded in board lots of 5,000 Shares. The stock code of the Shares is 1790.

By order of the Board TIL Enviro Limited 達力環保有限公司 Lim Chin Sean Chairman

Hong Kong, 31 October 2018

As at the date of this announcement, the non-executive Director is Mr. Lim Chin Sean; the executive Director is Mr. Wong Kok Sun; and the independent non-executive Directors are Mr. Tan Yee Boon, Mr. Hew Lee Lam Sang and Mr. Tam Ka Hei Raymond.

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