Walnut Capital Limited — Capital/Financing Update 2016

Mar 17, 2016

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Global Mastermind Capital Limited.

GLOBAL MASTERMIND CAPITAL LIMITED 環球大通投資有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 905)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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The Board is pleased to announce that all the conditions of the Placing have been fulfilled and completion of the Placing took place on 17 March 2016. Pursuant to the Placing Agreement, an aggregate of 70,128,000 Placing Shares, representing approximately 16.66% of the issued share capital of the Company immediately after completion of the Placing, have been successfully placed to not less than six Placees, who and whose ultimate beneficial owners are Independent Third Parties, at the Placing Price of HK$0.40 per Placing Share.

The gross proceeds from the Placing are HK$28.05 million. The net proceeds from the Placing are approximately HK$26.84 million which is intended to be used for investment of the financial instruments available in Hong Kong financial markets.

• For identification purposes only

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Reference is made to the announcement of Global Mastermind Capital Limited (“ Company ”) dated 29 February 2016 (“ Announcement ”) in relation to the Placing. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING

The Board is pleased to announce that all the conditions of the Placing have been fulfilled and completion of the Placing took place on 17 March 2016. Pursuant to the Placing Agreement, an aggregate of 70,128,000 Placing Shares, representing approximately 16.66% of the issued share capital of the Company immediately after completion of the Placing, have been successfully placed to not less than six Placees, who and whose ultimate beneficial owners are Independent Third Parties, at the Placing Price of HK$0.40 per Placing Share.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placees and their respective ultimate beneficial owners are Independent Third Parties and none of the Placees has become a substantial shareholder of the Company immediately after completion of the Placing.

The gross proceeds from the Placing are HK$28.05 million. The net proceeds from the Placing are approximately HK$26.84 million which is intended to be used for investment of the financial instruments available in Hong Kong financial markets. The net price of the Placing Share is approximately HK$0.383 per Placing Share.

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EFFECT ON SHAREHOLDING STRUCTURE

The following table sets out the shareholding structure of the Company immediately before and after completion of the Placing:

Shareholders China Tian Di Xing Logistics Holdings Limited (Note 1) Existing public Shareholders and the Placees (Note 2) Total	Immediately before completion of the Placing No. of Shares held Approximate % 104,858,000 29.90 245,847,925 70.10 350,705,925 100.00	Immediately after completion of the Placing No. of Shares held Approximate % 104,858,000 24.92 315,975,925 75.08 420,833,925 100.00	Immediately after completion of the Placing No. of Shares held Approximate % 104,858,000 24.92 315,975,925 75.08 420,833,925 100.00
			100.00

Note:

1. Mr. Mung Kin Keung, the executive Director, is a director and controlling shareholder of China Tian Di Xing Logistics Holdings Limited.

2. Some Placees may be the existing public Shareholders.

By Order of the Board Global Mastermind Capital Limited Mung Kin Keung Chairman

Hong Kong, 17 March 2016

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Mung Kin Keung (Chairman), Mr. Mung Bun Man, Alan; and three independent nonexecutive Directors, namely, Mr. Man Kong Yui, Mr. Fung Wai Ching and Mr. Poon Wai Hoi, Percy.

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