Unitas Holdings Limited — Capital/Financing Update 2021

Nov 30, 2021

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

UNITAS HOLDINGS LIMITED 宏海控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8020)

COMPLETION OF THE SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

Financial adviser to the Company

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Reference is made to the announcements issued by Unitas Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) dated 24 September 2021, 15 October 2021, 29 October 2021 and 18 November 2021 (the “ Announcements ”) in relation to the Subscription. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that all the conditions precedent to the Subscription had been fulfilled and the Completion took place on 30 November 2021 (after trading hours). An aggregate of 140,000,000 Subscription Shares, representing (i) 5.66% of the existing issued share capital of the Company immediately before the Completion; and (ii) approximately 5.36% of the total issued share capital of the Company immediately after the Completion and as at the date of this announcement, were allotted and issued to the Subscriber at the Subscription Price of HK$0.072 per Subscription Share in accordance with the terms of the Subscription Agreement.

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To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Subscriber and its respective ultimate beneficial owners was an Independent Third Party immediately before and after the Completion.

The net proceeds from the Subscription, after deduction of the professional fee and other related expenses, amounted to approximately HK$10,000,000 and are intended to be used for the following purposes:

• i) approximately 20% of the net proceeds, or approximately HK$2.0 million, to be used for development of the logistic agency and service business, including but not limited to, prepayment for shipping arrangements, recruitment of human resources and staff salaries, and are expected to be fully utilised on or before 31 March 2022;

• ii) approximately 60% of the net proceeds, or approximately HK$6.0 million, to be used for the development of the IP automation entertainment business, including but not limited to, new shop/venue design and decoration, product/game design and development and equipment purchase, and are expected to be fully ultilised on or before 31 December 2021; and

• iii) approximately 20% of the net proceeds, or approximately HK$2.0 million, to be used for general working capital, including but not limited to, listing maintenance fee, audit and professional fee and staff remuneration, and are expected to be utilised on or before 31 December 2021.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) immediately before the Completion; and (ii) immediately following the Completion and as at the date of this announcement are as follows:

Name of ShareholdersMs. Ho Chiu Ha Maisy_(Notes 1&2)Ms. Man Wing Yee Ginny(Note 2)Mr. Wang Qiang(Note 2)Mr. Lau Ling Tak(Note 2)_The SubscriberOther public ShareholdersTotal	Immediately beforethe CompletionNo. of Shares%636,952,50025.76441,900,00017.87100,000,0004.0443,937,5001.78––1,250,169,33350.552,472.959,333100.00	Immediately followingthe Completion andas at the date ofthis announcementNo. of Shares%636,952,50024.38441,900,00016.91100,000,0003.8343,937,5001.68140,000,0005.361,250,169,33347.842,612,959,333100.00	Immediately followingthe Completion andas at the date ofthis announcementNo. of Shares%636,952,50024.38441,900,00016.91100,000,0003.8343,937,5001.68140,000,0005.361,250,169,33347.842,612,959,333100.00
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Notes:

1. Ms. Ho Chiu Ha Maisy has a total interest in 636,952,500 shares (representing an aggregate of approximately 25.76% shareholding in the Company immediately before the Completion and 24.38% immediately following the Completion and as at the date of this announcement), of which (i) 229,062,500 shares were held by Refulgent Sunrise Limited, a company owned as to 36% by Ms. Ho Chiu Ha Maisy and it is an approximately 75% shareholder of Revenue Synthesis Limited, an associated corporation of the Company. As a result, Ms. Ho Chiu Ha Maisy is deemed to be interested in the approximately 75% shareholding in Revenue Synthesis Limited and the 229,062,500 shares of the Company through Refulgent Sunrise Limited by virtue of the SFO; and (ii) Ms. Ho Chiu Ha Maisy personal held 407,890,000 shares.

2. Ms. Ho Chiu Ha Maisy, Ms. Man Wing Yee Ginny, Mr. Lau Ling Tak and Mr. Wang Qiang are executive Directors.

By order of the Board Unitas Holdings Limited Maisy Ho Chairlady

Hong Kong, 30 November 2021

As at the date of this announcement, the Company’s executive Directors are Ms. Ho Chiu Ha Maisy (Chairlady), Mr. Lau Ling Tak, Ms. Man Wing Yee Ginny and Mr. Wang Qiang and the independent non-executive Directors are Mr. Siu Chi Yiu Kenny, Mr. Lee Chi Keung Jim and Dr. Chow Ho Wan, Owen.

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, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and (ii) there are no other matters the omission of which would make any statement in this announcement misleading.

This announcement will remain on the GEM website (www.hkgem.com) and on the “Latest Company Announcements” page for at least 7 days from the date of its posting. This announcement will also be published on the Company’s website (www.unitas.com.hk).

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