Inno Tech : Company Information Sheet

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THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

APPENDIX 5

FORMS RELATING TO LISTING

FORM F

THE GROWTH ENTERPRISE MARKET (GEM)

COMPANY INFORMATION SHEET

Case Number:

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this information sheet, 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 information sheet.

Company name: Inno-Tech Holdings Limited

Stock code (ordinary shares): 8202

This information sheet contains certain particulars concerning the above company (the "Company") which is listed on the Growth Enterprise Market ("GEM") of the Stock Exchange of Hong Kong Limited (the "Exchange"). These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). They will be displayed at the GEM website on the Internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities.

The information in this sheet was updated as of 23 January 2018

A. General

Place of incorporation:	Bermuda
Date of initial listing on GEM:	12 August 2002
Name of Sponsor(s):	Hantec Capital Limited
Names of directors:	Executive Directors
(please distinguish the status of the directors	Ha Chuen Yeung
- Executive, Non-Executive or Independent	Lau King Hang
Non-Executive)	Chan Yiu Wing
Mazher Hussain
Independent non-executive Directors
Lee Ho Yiu, Thomas
Tse Yuen Ming
Liu Jianyi

Name(s) of substantial shareholder(s):	Shareholder	Number of	Percentage of issued
(as such term is defined in rule 1.01 of the	shares held	share capital
GEM Listing Rules) and their respective	Profit Eagle Limited	75,000,000	7.16%
interests in the ordinary shares and other	(Note 1)
securities of the Company	Leung Ka Wei Angela	76,000,000	7.25%
Kwong Kai Sing, Benny	100,000,000	9.54%
Kuo Yi-Hui	200,000,000	19.08%
Notes:
Feb 2016

1. Profit Eagle Limited is wholly-owned by Lee Kuo-Juy.

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FF003G

THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

Name(s) of company(ies) listed on GEM or the Main Board of the Stock Exchange within the same group as the Company:

N/A

Financial year end date:

Registered address:

Head office and principal place of business:

Web-site address (if applicable):

Share registrar:

Auditors:

B. Business activities

30 June

Clarendon House, 2 Church Street Hamilton HM 11, Bermuda

Suite B, 6/F., One Capital Place

18 Luard Road, Wan Chai, Hong Kongwww.it-holdings.com.hk

Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Centre

183 Queen's Road East, Wanchai, Hong Kong

Elite Partners CPA Limited 10/F, 8 Observatory Road, Tsim Sha Tsui Kowloon, Hong Kong

The Group is principally engaged in the provision of outdoor advertising on buses and bus stations and television advertising operations in PRC and event management and marketing services in Hong Kong.

C. Ordinary shares

Number of ordinary shares in issue:	1,047,949,099
Par value of ordinary shares in issue:	HK$0.01
Board lot size (in number of shares):	10,000
Name of other stock exchange(s) on	N/A
which ordinary shares are also listed:
D. Warrants
Stock code:	N/A
Board lot size:	N/A
Expiry date:	N/A
Exercise price:	N/A
Conversion ratio:	N/A
(Not applicable if the warrant is
denominated in dollar value of
conversion right)
No. of warrants outstanding:	N/A
No. of shares falling to be issued upon	N/A
the exercise of outstanding warrants:

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FF003G

THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

E. Other securities

Share Options

As at the date hereof, the Company has outstanding options granted to employees and consultants of the Group to subscribe for 5,340 shares of HK$0.01 each of the Company ("Shares") at the adjusted exercise price ranging from HK$1,395.30 per Share to HK$6,047.30 per Share. The expiry dates of these options ranging from 8 September 2018 to 14 January 2020. As at the date hereof, all the share options granted under the share option schemes adopted by the Company remains outstanding.

Convertible Bonds

On 7 November 2016, the Company issued:

• (i) convertible bonds with principal amount of HK$60,500,000 to Profit Eagle Limited which may be converted into 605,000,000 conversion shares at the conversion price of HK$0.10 ("CB1");

• (ii) convertible bonds with principal amount of HK$50,000,000 to Ms. Kuo Yi-Hui which may be converted into 500,000,000 conversion shares at the conversion price of HK$0.10 ("CB2"); and

• (iii) convertible bonds with principal amount of HK$25,000,000 to not less than 6 placees which may be converted into 250,000,000 conversion shares at the conversion price of HK$0.10 ("CB3").

Under the terms and conditions of the convertible bonds, (i) a holder of the convertible bonds shall not exercise any conversion rights, and the Company shall not be required to issue any conversion shares, if, as a result of the relevant exercise of the conversion rights, the holder of the convertible bonds and/or parties acting in concert with it would trigger a mandatory general offer obligation under Rule 26 of the Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission as amended from time to time; and (ii) a holder of the convertible bonds shall not exercise any conversion rights if, as a result of such exercise, it will cause the public float of the Company to be unable to meet the relevant requirements under the GEM Listing Rules.

As at 11 January 2018, the CB2 amounting to HK$5,000,000 was converted into 50,000,000 conversion shares.

As at the date hereof, (1) the CB1 in the aggregate principal amount of HK$60,500,000 remains outstanding; (2) the CB2 with a total principal amount of HK$50,000,000 have been fully converted; and (3) the CB3 with a total principal amount of HK$25,000,000 have been fully converted.

Responsibility statement

The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet ("the Information") and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information is accurate and complete in all material respects and not misleading or deceptive and that there are no other matters the omission of which would make any Information inaccurate or misleading.

The Directors also collectively and individually accept full responsibility for submitting a revised information sheet, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.

The Directors acknowledge that the Stock Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information.

Signed:

Ha Chuen Yeung	Lau King Hang
Chan Yiu Wing	Mazher Hussain
Lee Ho Yiu, Thomas	Tse Yuen Ming
Liu Jianyi
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THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

NOTES

• (1) This information sheet must be signed by or pursuant to a power of attorney for and on behalf of each of the Directors of the Company.

• (2) Pursuant to rule 17.52 of the GEM Listing Rules, the Company must submit to the Exchange (in the electronic format specified by the Exchange from time to time) for publication on the GEM website a revised information sheet, together with a hard copy duly signed by or on behalf of each of the Directors, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.

• (3) Please send a copy of this form by facsimile transaction to Hong Kong Securities Clearing Company Limited (on 2815-9353) or such other number as may be prescribed from time to time) at the same time as the original is submitted to the Exchange.

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