UKF : PLACING OF NEW SHARES UNDER GENERAL MANDATE

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 in the Company.

UKF (HOLDINGS) LIMITED

英裘（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01468)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

On 21 October 2019 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place, through the Placing Agent, on a best-effort basis, a maximum of 250,000,000 Placing Shares to not less than six Placees who and whose ultimate beneficial owners are third parties independent of and not connected with the Company and its Connected Persons at a price of HK$0.205 per Placing Share.

The Placing Price of HK$0.205 per Placing Share represents (i) a discount of approximately 16.33% to the closing price of HK$0.245 per Share as quoted on the Stock Exchange on 21 October 2019, being the date of the Placing Agreement; and (ii) a discount of approximately 18% to the average closing price of HK$0.25 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including 18 October 2019.

The maximum number of 250,000,000 Placing Shares represents (i) approximately 5.42% of the existing issued share capital of the Company of 4,615,489,735 Shares as at the date of this announcement; and (ii) approximately 5.14% of the issued share capital of the Company as enlarged by the Placing. The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$2,500,000.

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The maximum gross proceeds and maximum net proceeds from the Placing (after deducting the commission payable to the Placing Agent and other expenses incurred in the Placing) are expected to be approximately HK$51,250,000 and approximately HK$50,953,750, respectively. The Company intends to apply the maximum net proceeds from the Placing for (i) repayment of loans; (ii) development of Company's existing business; and (iii) general working capital of the Company and potential investments to be identified.

The Placing is conditional upon, among other things, the Listing Committee granting approval for the listing of, and permission to deal in, the Placing Shares.

The Placing Shares to be placed under the Placing Agreement will be issued pursuant to the General Mandate to allot, issue and deal with Shares granted to the Directors at the AGM.

Completion is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

THE PLACING AGREEMENT

Date

21 October 2019 (after trading hours)

Parties

1. the Company; and
2. the Placing Agent.

Placing Agent

The Placing Agent, has conditionally agreed to place a maximum of 250,000,000 Placing Shares on a best effort basis and in consideration thereof, it will receive a placing commission of 0.5% on the gross proceeds of the Placing upon completion of the Placing.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its Connected Persons.

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Placees

The Placing Agent will place, on a best effort basis, the Placing Shares to not fewer than six Placees who and whose ultimate beneficial owners are third parties independent of and not connected with the Company and its Connected Persons. No Placees will become substantial Shareholders (as defined in the Listing Rules) as a result of the Placing.

Number of Placing Shares

The maximum number of 250,000,000 Placing Shares represents (i) approximately 5.42% of the existing issued share capital of the Company of 4,615,489,735 Shares as at the date of this announcement; and (ii) approximately 5.14% of the issued share capital of the Company as enlarged by the Placing (assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the date of Completion). The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$2,500,000.

Placing Price

The Placing Price of HK$0.205 per Placing Share represents (i) a discount of approximately 16.33% to the closing price of HK$0.245 per Share as quoted on the Stock Exchange on 21 October 2019, being the date of the Placing Agreement; and (ii) a discount of approximately 18% to the average closing price of HK$0.25 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including 18 October 2019.

The maximum net placing price under the Placing is approximately HK$0.204 per Placing Share, taking into account placing commissions and other expenses in relation to the Placing.

The Placing Price was negotiated on an arm's length basis between the Company and the Placing Agent with reference to the prevailing market price of the Shares. The Directors consider that the terms of the Placing (including the placing commission) are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue as at the date of allotment and issue of the Placing Shares.

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General Mandate

The Placing is not subject to Shareholders' approval as the Placing Shares will be allotted and issued under the General Mandate to allot, issue and deal with Shares granted to the Directors by the Shareholders at the AGM subject to the limit of up to 20% of the then issued share capital of the Company as at the date of the AGM. Under the General Mandate, the Company is authorized to issue up to 923,097,947 Shares.

Up to the date of this announcement, no Share has been issued under the General Mandate.

Condition of the Placing

The Placing, which is not subject to the approval of the Shareholders, is conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares.

The condition must be fulfilled on or before the Long Stop Date (or such other date as may be agreed between the Company and the Placing Agent), failing which the Placing Agreement shall terminate and none of the parties to the Placing Agreement shall have any claim against the other for any costs or losses (save for any prior breaches of the Placing Agreement).

Completion

Completion shall take place not later than the fourth Business Day after the fulfilment of the condition set out above (or such other date and place to be agreed by the parties in writing).

Further announcement will be made by the Company upon the completion of the Placing.

Force Majeure

The Placing Agent may, in its absolute opinion, terminate the Placing Agreement on the occurrence of certain events including a material breach of the representations, warranties and undertakings given by the Company that is materially adverse to the success of the Placing, or a material adverse change in the financial or trading position of the Company as a whole that is materially adverse to the success of the Placing or an event of force majeure.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Directors have considered various ways of raising funds and consider that the Placing represents an attractive opportunity to raise capital for the Company while broadening the Shareholder base and capital base of the Company. Accordingly, the Directors consider that the Placing Agreement is in the interest of the Company and the Shareholders as a whole.

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The maximum gross proceeds and maximum net proceeds from the Placing (after deducting the commission payable to the Placing Agent and other expenses incurred in the Placing) are expected to be approximately HK$51,250,000 and approximately HK$50,953,750, respectively.

The principal activity of the Company and its subsidiaries are provision of securities brokerage services, margin financing to clients, underwriting and placing services, insurance brokerage, wealth management and investment products consultancy services, trading of fur skin, mink farming in Denmark, fur skin brokerage and money lending. The Company intends to apply the net proceeds from the Placing for (i) repayment of shareholder's loan; (ii) development of Company's existing business; and (iii) general working capital of the Company and potential investments to be identified.

FUND RAISING EXERCISES DURING THE PAST 12 MONTHS

The Company has not conducted any fund raising exercises in the past 12 months before the date of this announcement.

SHAREHOLDING STRUCTURE

The shareholding structure of the Company (i) as at the date of this announcement, and (ii) immediately after Completion (assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the date of Completion), is as follows:

	As at the date of	Immediately
	this announcement	after Completion
Shareholders	Number of	Approximate	Number of	Approximate
Shares	%		Shares	%
Perfect Thinking Global
Limited (note 1)	3,363,108,733		72.87		3,363,108,733		69.12%
Excel Blaze Limited (note 2)	346,150,000	7.50	346,150,000	7.11%
Directors
Wong Chun Chau	70,698,240		1.53		70,698,240	1.45%
Kwok Yin Ning	27,809,600		0.60		27,809,600	0.57%
Public Shareholders:
- Placees	-	-	250,000,000	5.14%
- Others	807,723,162		17.5		807,723,162	16.61%
Total	4,615,489,735		100.00		4,865,489,735	100.00

Note 1: Perfect Thinking Global Limited is wholly owned by Mr. Chen Jiajun.

Note 2: Excel Blaze Limited is wholly owned by Mr. Yan Kam Cheong.

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GENERAL

Application will be made by the Company to the Listing Committee for the granting of approval for the listing of, and permission to deal in, the Placing Shares.

Completion is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

DEFINITIONS

The following terms have the following meanings in this announcement unless the context otherwise requires:

"AGM"	the annual general meeting of the Company held on 16
	August 2019
"Board"	the board of Directors
"Business Day"	any day (other than a Saturday, Sunday or public holiday)
	on which banks are generally open for business in Hong
	Kong
"Company"	UKF (Holdings) Limited, a company incorporated in the
	Cayman Islands with limited liability, the shares of which
	are listed on the Stock Exchange
"Completion"	completion of the Placing
"Connected Person(s)"	has the meaning ascribed thereto in the Listing Rules
"Director(s)"	the director(s) of the Company
"General Mandate"	the mandate granted to the Directors by the Shareholders
	at the AGM to allot, issue and deal with up to 20% of the
	then issued share capital of the Company as at the date of
	the AGM
"Group"	the Company and its subsidiaries

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"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Listing Committee"	the listing committee of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Long Stop Date"	11 November 2019 or such later date as may be agreed
	between the Placing Agent and the Company in writing
"Placee(s)"	any professional, institutional or other investor(s)
	procured by the Placing Agent to subscribe for any of the
	Placing Shares pursuant to the Placing Agent's obligations
	under the Placing Agreement
"Placing"	the placing of a maximum of 250,000,000 new Shares by
	the Placing Agent on a best effort basis pursuant to the
	terms of the Placing Agreement
"Placing Agent"	Differ Financial and Securities Limited, a corporation
	licensed to carry out Type 1 (dealing in securities)
	regulated activities under the SFO
"Placing Agreement"	the conditional placing agreement dated 21 October 2019
	entered into between the Company and the Placing Agent
	in relation to the Placing
"Placing Price"	HK$0.205 per Placing Share
"Placing Shares"	a maximum of 250,000,000 new Shares to be placed
	pursuant to the Placing Agreement
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Shareholder(s)"	holder(s) of the Share(s)
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of
	the Company

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"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent

By order of the Board

UKF (HOLDINGS) LIMITED

Wong Chun Chau

Chairman

Hong Kong, 21 October 2019

As at the date of this announcement, the Directors are as follows:

Executive Directors:

Mr. Wong Chun Chau (Chairman)

Ms. Kwok Yin Ning

Independent Non-executive Directors:

Ms. Mak Yun Chu

Mr. Hung Wai Che

Mr. Leung Siu Kee

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