Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.

AMAX INTERNATIONAL HOLDINGS LIMITED 奧瑪仕國際控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 959)

INSIDE INFORMATION

STRATEGIC CO-OPERATION IN RELATION TO POSSIBLE DEVELOPMENT IN BLOCKCHAIN TECHNOLOGY

BUSINESS INVOLVING GRANT OF SHARE OPTIONS

This announcement is made by Amax International Holdings Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules") and Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).

The board (the "Board") of directors (the "Directors") of the Company is pleased to announce that on 18 January 2018 (after trading hours of the Stock Exchange), the Company and LDJ Cayman Fund Ltd. (the "Advisor") entered into an advisory agreement (the "Advisory Agreement") pursuant to which the Advisor shall act as the non-exclusive advisor of the Company to source and/or set up projects and/or businesses in relation to blockchain technology and cryptocurrency which must be subject to compliance with relevant law and regulations, in particular, anti-money laundering provisions as well as relevant requirements under the Listing Rules (if any) (the "Potential Projects").

Detailed terms of the Advisory Agreement are as follow:

Date: 18 January 2018 (after trading hours of the Stock Exchange)

Parties:

  • 1) The Company; and

  • 2) LDJ Cayman Fund Ltd., as Advisor

To the best knowledge, information and belief after having made all reasonable enquiries, the Advisor and its ultimate beneficial owner are independent of the Company and its connected persons.

Term :

12 months from the date of the Advisory Agreement and shall be optionally renewed for successive periods of 12 months thereafter

Advisory services

The Advisor shall act as the non-exclusive advisor of the Company in consulting and assisting the Company to source and/or set up the Potential Projects.

Fees

Pursuant to the Advisory Agreement, the Advisor shall be entitled to advisory fees in the following manner:

  • a sum of US$75,000 (equivalent to approximately HK$585,000) shall be payable by the Company to the Advisor within five (5) business days of the execution of the Advisory Agreement; and

  • share options (the "Options") shall be granted by the Company to the Advisor which entitle the Advisor to subscribe for a total of 3,000,000 ordinary shares of the Company (the "Shares") on the execution date of the Advisory Agreement.

A summary of such grant is set out below:

Date of grant

  • : Date of the Advisory Agreement (the "Date of Grant")

    Exercise price of the Options granted : HK$0.365 per Share (the "First Price")

    for the first 2,000,000 Options granted and HK$0.60 per Share (the "Second Price") for the remaining 1,000,000 Options granted.

    The First Price and the Second Price

    represents a premium of 1.39% and 66.67%

    respectively when compared with the highest

    of (i) HK$0.20, being the nominal value of

    the Share; (ii) HK$0.36, being the closing

    price of the Shares as quoted on the Stock

    Exchange on the Date of Grant; and (iii)

    HK$0.333, being the average closing price of

    the Shares as quoted on the Stock Exchange

    for the consecutive five business days

    immediately preceding the Date of Grant.

Number of Options granted

:

3,000,000 Options each to subscribe for one

Share

Closing price of the Shares as quoted

:

HK$0.36 per Share

on the Stock Exchange on the Date

of Grant

Validity period of the Options

:

1 year from the Date of Grant

Consideration for the grant

:

HK$1.00 to be paid by the Advisor upon

acceptance of the Options granted

INFORMATION OF THE ADVISOR

LDJ Cayman Fund Ltd. is a company incorporated in Cayman Islands with limited liability and it is founded and wholly-owned by Mr. David Drake ("Mr. Drake"). Mr. Drake holds an MBA in Finance and an MA in International Law and Economics from George Washington University. Mr. Drake is a thought leader and prominent advisor in the blockchain, cryptocurrency and initial coin offering markets. Previously, Mr. Drake collaborated on the Jumpstart Our Business Startups Act (JOBS Act) to create new laws underlying fundraising in the United States for all initial coin offerings. Mr. Drake is actively involved in the crypto community as an advisor and speaker and has helped blockchain firms he advised raise US$101 million in funding through their initial coin offerings.

Mr. Drake is currently the chairman of the strategic advisory board of blockchain division of Cogint, Inc. (NASDAQ: COGT) and founder and chairman of LDJ Capital (a multi-family office which deals in various funds worldwide with over US$1.5 trillion in assets).

REASONS FOR THE ENTERING INTO OF THE ADVISORY AGREEMENT

The principal activities of the Group are running the VIP gaming tables related operation and slot machines related operation, operating the gaming business in Vanuatu and the VIP room in Cambodia and the development of innovative intellectual properties and technological solutions, mobile apps development and the provision of IT solutions to clients and mobile users.

Through the co-operation between the Company and the Advisor, the Company wishes to diversify its business operations, broaden its income sources and explore investment and/ or development opportunities which may increase the return to the Shareholders.

The Company is optimistic about the future prospects of blockchain technology and its application across the global communities. Blockchain technology is safer, more usable, more efficient and smarter than traditional technologies. Given the solid background of Mr. Drake in the blockchain industry, the Company believes that the co-operation between the Company and Mr. Drake presents a valuable business opportunity.

The Directors are also of the view that the entering into the Advisory Agreement is in the best interests of the Company and the Shareholders as a whole.

The Company wishes to emphasis that the Potential Projects may or may not be implemented. Shareholders and potential investors should exercise extreme caution when dealing in the securities of the Company.

For the purpose of this announcement, unless otherwise indicated, the exchange rate of US$1 = HK$7.8 has been used for currency conversion. Such exchange rate is for the purpose of illustration only and does not constitute a representation that any amount in US$ or HK$ has been, could have been or may be converted at such exchange rate.

By order of the Board

Amax International Holdings Limited

Ng Man Sun

Chairman and Chief Executive Officer

Hong Kong, 18 January 2018

As at the date hereof, Mr. Ng Man Sun (Chairman and Chief Executive Officer) and Ms. Ng Wai Yee are the executive Directors of the Company; and Ms. Yeung Pui Han, Regina, Mr. Li Chi Fai and Ms. Sie Nien Che, Celia are the independent non-executive Directors of the Company.

Amax International Holdings Limited published this content on 18 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 18 January 2018 13:19:08 UTC.

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