Walnut Capital Limited — Capital/Financing Update 2016

Jan 12, 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.

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)

CAPITAL REORGANISATION BECOMING EFFECTIVE; CHANGE IN BOARD LOT SIZE; AND ADJUSTMENTS TO THE SHARE OPTIONS

The Board is pleased to announce that:

• (a) all conditions precedent to the Capital Reorganisation had been fulfilled and according to the special resolution numbered 4 as set out in the notice of the EGM dated 23 October 2015, the Capital Reorganisation shall become effective from 9:00 a.m. (Hong Kong time) on Tuesday, 12 January 2016, being the 21st day (if it is not a business day in Hong Kong, the immediately following business day in Hong Kong) after the effective date of the Change of Domicile in Hong Kong time (i.e. Tuesday, 22 December 2015 (Hong Kong time));

• (b) upon the Capital Reorganisation becoming effective, the board lot size for trading of the New Shares will be changed from 32,000 to 16,000; and

• (c) as a result of the Capital Reorganisation, adjustments will be made to the terms of the Outstanding Options with effect from Tuesday, 12 January 2016.

• For identification purposes only

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Reference is made to (i) the circular (“ Circular ”) of Global Mastermind Capital Limited (“ Company ”) dated 23 October 2015 in respect of, among others, the proposed Capital Reorganisation and Change in Board Lot Size; and (ii) the announcement of the Company relating to the poll results of the EGM dated 23 November 2015. Unless otherwise specified herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

EFFECTIVE DATE OF THE CAPITAL REORGANISATION

All conditions precedent to the Capital Reorganisation had been fulfilled and according to the special resolution numbered 4 as set out in the notice of the EGM dated 23 October 2015, the Capital Reorganisation shall become effective from 9:00 a.m. (Hong Kong time) on Tuesday, 12 January 2016, being the 21st day (if it is not a business day in Hong Kong, the immediately following business day in Hong Kong) after the effective date of the Change of Domicile in Hong Kong time (i.e. Tuesday, 22 December 2015 (Hong Kong time)).

TRADING ARRANGEMENT AND FREE EXCHANGE OF SHARE CERTIFICATES

Shareholders and potential investors should refer to the timetable as set out in the Circular for the dates relating to the trading arrangement, arrangement of free exchange of share certificates and matching services for odd lots in connection with the Capital Reorganisation.

Upon the Capital Reorganisation becoming effective, the Shareholders may, on or after Tuesday, 12 January 2016 until Monday, 22 February 2016 (both days inclusive), submit share certificates (in light blue) for the Existing Shares to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates (in dark blue) for the New Shares (on the basis of four (4) Existing Shares for one (1) New Share). Thereafter, certificates for Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the New Shares, whichever the number of certificates cancelled/issued is higher. After 4:00 p.m. on Monday, 22 February 2016, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for New Shares at any time but will not be accepted for delivery, trading and settlement purposes.

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CHANGE IN BOARD LOT SIZE

Upon the Capital Reorganisation becoming effective, the board lot size for trading of the New Shares will be changed from 32,000 to 16,000.

ADJUSTMENTS TO THE SHARE OPTIONS

Immediately upon the Capital Reorganisation becoming effective on 12 January 2016 and pursuant to (i) the terms of the share option scheme of the Company adopted on 12 January 2009 and amended on 30 June 2010 (“ Share Option Scheme ”); and (ii) Chapter 17 of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding adjustment of share options under Rule 17.03(13) of the Listing Rules, the exercise price of the outstanding share options of the Company (“ Outstanding Options ”) granted by the Company and the total number of New Shares comprised in the Outstanding Options which may be allotted and issued upon exercise of all such Outstanding Options thereunder will be adjusted in the following manner:

		Immediately before the Capital	Immediately before the Capital	Immediately after the Capital	Immediately after the Capital
		Reorganisation	becoming effective	Reorganisation becoming effective
		Number of		Number of
		Existing Shares		New Shares
		comprised in		comprised in
		the Outstanding	Exercise price per	the Outstanding	Exercise price
Date of Grant	Exercise Period	Options	Existing Share	Options	per New Share
			(HK$)		(HK$)
15 April 2011	15 April 2011 to	3,601,630	2.437	900,408	9.748
	14 April 2021

Save for the above adjustments, all other terms and conditions of the Outstanding Options will remain unchanged.

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The aforesaid adjustments in relation to the Outstanding Options have been reviewed and confirmed in writing by Donvex Capital Limited, the independent financial adviser of the Company and will take effect on Tuesday, 12 January 2016, the effective date of the Capital Reorganisation.

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

Hong Kong, 12 January 2016

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. MUNG Kin Keung (Chairman) and Mr. MUNG Bun Man, Alan; and three independent non-executive Directors, namely, Mr. MAN Kong Yui, Mr. FUNG Wai Ching and Mr. POON Wai Hoi, Percy

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