Unity Enterprise Holdings Limited — Capital/Financing Update 2021

Mar 18, 2021

Unless the context requires otherwise, the capitalised terms used in this announcement shall have the same meanings as defined in the prospectus dated 19 March 2021 (the ‘‘Prospectus’’) issued by Unity Enterprise Holdings Limited (the ‘‘Company’’).

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 does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or elsewhere. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’). The Offer Shares have not been and will not be registered under the U.S. Securities Act and may not be offered, sold, pledged or transferred within the United States, except pursuant to an exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act. There is not and it is not currently intended for there to be any public offering of securities of the Company in the United States.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any Shares or other securities of the Company. This announcement is not a prospectus. Potential investors should read the Prospectus carefully for detailed information about the Company and the Share Offer before deciding whether or not to invest in the Offer Shares thereby being offered.

In connection with the Share Offer, the stabilizing manager (the ‘‘Stabilizing Manager’’), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to stabilising or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilising action, which, if commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilising activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Public Offer. Such stabilisation action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Cap. 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilising action cannot be taken to support the price of the Shares for longer than the stabilisation period which begins on the Listing Date and is expected to expire on Friday, 23 April 2021, being the 30th day after the last day for the lodging of applications under the Public Offer. After this date, no further stabilising action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.

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Unity Enterprise Holdings Limited 盈 滙 企 業 控 股 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

Total Number of Offer Shares : 250,000,000 Shares (subject to the Over-allotment Option) Number of Public Offer Shares : 25,000,000 Shares (subject to re-allocation) Number of Placing Shares : 225,000,000 Share (subject to re-allocation and the Over-allotment Option) Offer Price : Not more than HK$0.56 per Offer Share and expected to be not less than HK$0.50 per Offer Share, 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 and subject to refund)

Nominal value : HK$0.01 per Share

Stock code : 2195

Sponsor

Joint Bookrunners

Joint Lead Managers

S ecurities Ltd. 佳富達證券

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The Company has applied 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 pursuant to the Capitalisation Issue and the Share Offer (including any Shares which may be allotted and issued pursuant to the exercise of the Over-allotment Option and the exercise of any option that 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 Wednesday, 31 March 2021, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Wednesday, 31 March 2021.

The Share Offer comprises the Public Offer of initially 25,000,000 Shares (subject to reallocation), representing 10% of the total number of the Offer Shares initially available under the Share Offer, and the Placing of initially 225,000,000 Shares (subject to reallocation and the Over-allotment Option), representing 90% of the total number of the Offer Shares initially available under the Share Offer. The allocation of the Offer Shares between the Public Offer and the Placing will be subject to re-allocation, as described in the section headed ‘‘Structure and conditions of the Share Offer’’ in the Prospectus. In particular, the Joint Bookrunners may, at their sole discretion, reallocate Offer Shares from the Placing to the Public Offer to satisfy valid applications under the Public Offer. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such re-allocation to the Public Offer is done other than pursuant to Practice Note 18 of the Listing Rules, the maximum total number of Offer Shares available under the Public Offer following such reallocation shall be not more than 50,000,000 Offer Shares, representing double of the initial allocation to the Public Offer, and the Offer Price shall be fixed at the low end of the indicative range of the Offer Price (i.e. HK$0.50 per Offer Share as stated in the Prospectus).

Under the Placing Underwriting Agreement, the Company is expected to grant to the Placing Underwriters, the Over-allotment Option, exercisable by the Joint Bookrunners (on behalf of the Placing Underwriters), at any time from the Listing Date and is expected to expire on the 30th day after the last day for lodging applications under the Public Offer, to require the Company to allot and issue up to 37,500,000 additional Shares, representing 15% of the Offer Shares initially available under the Share Offer, at the Offer Price, to cover overallocations in the Placing, if any. In the event the Over-allotment Option is exercised, an announcement will be made by the Company which will be posted on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hongdau.com.hk).

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 Listing Date 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. Investors should seek the advice of their stockbrokers or other professional advisers for details of the settlement arrangement as such arrangements may affect their rights and interests.

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The final Offer Price is expected to be determined by agreement between the Company and the Joint Bookrunners (for themselves and on behalf of the Underwriters) on the Price Determination Date, which is currently expected to be on or about Wednesday, 24 March 2021 (Hong Kong time), and in any event, not later than Thursday, 25 March 2021 (Hong Kong time). If, for any reason, the final Offer Price is not agreed by Thursday, 25 March 2021 between the Company and the Joint Bookrunners (for themselves and on behalf of the Underwriters), the Share Offer will not proceed and will lapse. In such event, the Company will issue an announcement on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.hongdau.com.hk.

The Offer Price will not be more than HK$0.56 per Offer Share and is currently expected to be not less than HK$0.50 per Offer Share, unless otherwise announced. Applicants under the Public Offer are required to pay, on application, the maximum Offer Price of HK$0.56 plus brokerage of 1%, SFC transaction levy of 0.0027%, and Stock Exchange trading fee of 0.005% in full upon application for Offer Shares under the terms set out in the Application Forms, subject to refund if the application is wholly or partially unsuccessful and/or if the Offer Price as finally determined is less than HK$0.56 per Offer Share.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum amount of HK$0.56 per Offer Share (excluding brokerage fee, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Public Offer set out in the section headed ‘‘Structure and conditions of the Share Offer — Conditions of the Share Offer’’ in the Prospectus are not fulfilled or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage fee, SFC transaction levy, and the Stock Exchange trading fee, will be refunded, without interest. Any refund of your application monies will be made on or before Tuesday, 30 March 2021.

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 relevant Application Forms.

Applicants who wish the Public Offer Shares to be issued in their own names should complete and sign the WHITE Application Form. Applicants who wish to have the Public Offer Shares to be issued 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 Form or (ii) give electronic application instructions to HKSCC via CCASS.

Copies of the Prospectus, together with the WHITE Application Forms, may be obtained from 9:00 a.m. on Friday, 19 March 2021 till 12:00 noon on Wednesday, 24 March 2021 (or such later date as may apply as described in the section headed ‘‘How to Apply for the Public Offer Shares — 9. Effect of bad weather on the opening of the application lists’’ in the Prospectus) from any of the following addresses of the Public Offer Underwriters:

• . Zhong Jia Securities at Unit D-F, 15/F, Neich Tower, 128 Gloucester Road, Wan Chai, Hong Kong

• . MTF Securities at Room B, 21/F., Henry Centre, 131 Wo Yi Hop Street, Kwai Chung, N.T., Hong Kong

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• . Sinomax Securities Limited at Room 2705–6, 27/F, Tower One, Lippo Centre, 89 Queensway, Hong Kong

• . Vinco Capital Limited at Unit 2610, 26/F, The Center, 99 Queen’s Road Central, Hong Kong

• . ChaoShang Securities Limited at Rooms 2206–2210, 22/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong

• . Get Nice Securities Limited at 10/F Cosco Tower, Grand Millennium Plaza, 183 Queen’s Road Central, Hong Kong

• . Head & Shoulders Securities Limited at 28–29/F, Queen’s Road Centre, 152 Queen’s Road Central, Hong Kong

or from 9:00 a.m. on Friday, 19 March 2021 till 12:00 noon on Wednesday, 24 March 2021 from any of the designated branches of Industrial and Commercial Bank of China (Asia) Limited, the receiving bank for the Public Offer:

District	Branch name	Address
Hong Kong Island	Central Branch:	1/F., 9 Queen’s Road Central, Hong Kong
	Wanchai Branch:	117–123 Hennessy Road, Wanchai, Hong Kong
Kowloon	Tsim Sha Tsui Branch:	Shop 1&2, G/F, No. 35–37 Hankow Road,
		Tsimshatsui, Kowloon
	Mongkok Branch:	G/F, Belgian Bank Building, 721–725 Nathan
		Road, Mongkok, Kowloon
	Kwun Tong Branch:	Shop 5&6, 1/F, Crocodile Center, 79 Hoi Yuen
		Road, Kwun Tong, Kowloon
New Territories	Sha Tsui Road Branch:	Shop 4, G/F Chung On Building, 297–313 Sha
		Tsui Road, Tsuen Wan, New Territories

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained from 9:00 a.m. on Friday, 19 March 2021 till 12:00 noon on Wednesday, 24 March 2021 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or your stockbroker, who may have the YELLOW Application Forms and the Prospectus available.

The WHITE or YELLOW Application Form completed in accordance with the instructions printed thereon, together with a cheque or banker’s cashier order payable to ‘‘ICBC (Asia) Nominee Limited — Unity Enterprise Holdings Public Offer’’ attached should be deposited in the special collection boxes provided at any of the designated branches of the receiving bank referred to above on such dates and during such time as specified in the Application Forms.

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Your WHITE or YELLOW Application Form can be lodged at the following times on the following dates:

Friday, 19 March 2021 — 9:00 a.m. to 5:00 p.m. Saturday, 20 March 2021 — 9:00 a.m. to 1:00 p.m. Monday, 22 March 2021 — 9:00 a.m. to 5:00 p.m. Tuesday, 23 March 2021 — 9:00 a.m. to 5:00 p.m. Wednesday, 24 March 2021 — 9:00 a.m. to 12:00 noon

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

Friday, 19 March 2021 — 9:00 a.m. to 8:30 p.m. Monday, 22 March 2021 — 8:00 a.m. to 8:30 p.m. Tuesday, 23 March 2021 — 8:00 a.m. to 8:30 p.m. Wednesday, 24 March 2021 — 8:00 a.m. to 12:00 noon

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Friday, 19 March 2021 until 12:00 noon on Wednesday, 24 March 2021 (24 hours daily, except on Wednesday, 24 March 2021, the last day for applications).

The latest time for inputting your electronic application instructions will be 12:00 noon on Wednesday, 24 March 2021, the last application day or such later time as described in the section headed ‘‘How to apply for the Public Offer Shares — 9. Effect of bad weather on the opening of the application lists’’ in the Prospectus.

Note:

• (1) The times in these paragraphs 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.

If you are not a CCASS Investor Participant, you may instruct your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Public Offer Shares on your behalf.

You will be deemed to have authorised HKSCC and/or HKSCC Nominees to transfer the details of your application, whether submitted by you or through your broker or custodian, to the Company, the Joint Bookrunners, and the Hong Kong Share Registrar.

The application for the Public Offer Shares will commence on Friday, 19 March 2021 through Wednesday, 24 March 2021. The application monies (including the brokerage fee, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving bank and on behalf of the Company after the closing of the application lists and the refund monies, if any, will be returned to the applicants without interest on or before Tuesday, 30 March 2021. Investors should be aware that the dealings in the Shares on the Stock Exchange are expected to commence on Wednesday, 31 March 2021.

Please refer to the sections headed ‘‘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 Public Offer.

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The Company expects to announce the final Offer Price, the level of indications of interest in the Placing, the level of applications in the Public Offer and the basis of allocations of Offer Shares on Tuesday, 30 March 2021 on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.hongdau.com.hk.

The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers (where appropriate) of successful applicants under the Public Offer will be made available through a variety of channels at the times and date and in the manner specified in the section headed ‘‘How to apply for the Public Offer Shares — 10. Publication of results’’ in the Prospectus.

Any refund of your application monies will be made on or before Tuesday, 30 March 2021.

No temporary documents of title will be issued in respect of the Shares and no receipt will be issued for sums paid on application. Share certificates distributed pursuant to the Share Offer will only become valid at 8:00 a.m. (Hong Kong Time) on Wednesday, 31 March 2021, provided that the Share Offer has become unconditional and the right of termination described in the section headed ‘‘Underwriting’’ in the Prospectus has not been exercised. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. (Hong Kong Time) on Wednesday, 31 March 2021. The Shares will be traded in board lots of 5,000 Shares each. The stock code of the Shares is 2195.

By order of the Board Unity Enterprise Holdings Limited Yeung Wing Sun Chairman and Executive Director

Hong Kong, 19 March 2021

As of the date of this announcement, the Board comprises Mr. Yeung Wing Sun (Chairman) and Mr. Chan Leung (Chief Executive Officer) as executive Directors; Mr. Li Fat Chung as non-executive Director; and Ms. Chan Mei Wah, Mr. Mak Alexander and Mr. Wu Hak Ping as independent non-executive Directors.

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