Hong Kong Exchanges and Clearing : SHARE OFFERING

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and Hong Kong Securities Clearing Company Limited ("HKSCC") 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.

Unless otherwise defined, the capitalised terms used in this announcement shall have the same meanings as those defined in the prospectus dated 27 September 2019 (the "Prospectus") issued by Accel Group Holdings Limited (the "Company").

This announcement is for information purposes only and does not constitute an invitation to introduce an offer or an offer by any person to acquire, purchase or subscribe for any Shares or securities of the Company under the Share Offer. Potential investors should read the Prospectus carefully for detailed information about the Company and the Share Offer described below before deciding whether or not to invest in the Offer Shares thereby being offered.

This announcement is not for release, publication, distribution, directly or indirectly in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the Company in the United States or in any other jurisdictions. The Shares have not been, and will not be, registered under the U.S. Securities Act. The securities may not be offered or sold in the United States (as defined in Regulation S) except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer and is not currently intended to be any public offer of securities in the United States.

In connection with the Share Offer, Alpha Financial Group Limited and Head & Shoulders Securities Limited as stabilising managers (the "Stabilising Managers"), its affiliates or any person acting for it on behalf of the Underwriters, may over-allocate Shares or effect transactions with a view to stabilising or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the Listing Date. However, there is no obligation on the Stabilising Managers, its affiliates or any person acting for it, to conduct any such stabilising action, which, if commenced, will be done at the sole and absolute discretion of the Stabilising Managers, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilising activity is required to be brought to an end on the 30th day after the last date for the lodging of applications under the Public Offer, being Thursday, 7 November 2019. The number of Shares which can be over-allocated will not exceed the number of Shares which may be issued under the Over-allotment Option, namely 30,000,000 Shares, which is 15% of the Shares initially available under the Share Offer. Such stabilisation action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Chapter 571W of the Laws of Hong Kong). A public announcement will be made on the Stock Exchange's website at www.hkexnews.hkand the Company's website at www.chittathk.comwithin seven days after the expiration of the stabilising period in compliance with the Securities and Futures (Price Stabilizing) Rules.

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Details of the intended stabilisation and how it will be regulated under the Securities and Futures Ordinance are set forth in the section headed "Structure and Conditions of the Share Offer" of the Prospectus.

Potential investors should be aware that stabilising actions cannot be taken to support the price of the Shares for longer than the stabilisation period which begins on the Listing Date and is expected to expire on the 30th day after the last date for lodging applications under the Public Offer, being Thursday, 7 November 2019. After this date, no further stabilising action may be taken and demand for the Shares and the price of the Shares could fall.

Potential investors should read the Prospectus for detailed information about the Share Offer described below before deciding whether or not to invest in the Shares thereby being offered. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.

The Public Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in the Prospectus and the related Application Forms. The Public Offer Shares will not be offered to any person who is outside Hong Kong and/or not a resident in Hong Kong.

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Accel Group Holdings Limited

高 陞 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

SHARE OFFER

Number of Offer Shares under : 200,000,000 Shares (subject to the Over-

the Share Offer allotment Option)

Number of Public Offer Shares : 20,000,000 Shares (subject to reallocation) Number of Placing Shares : 180,000,000 Shares (subject to reallocation

and the Over-allotment Option)

Maximum Offer Price : HK$0.75 per Offer Share plus brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund)

Nominal value : HK$0.01 per Share Stock code : 1283

Sole Sponsor

Sole Global Coordinator

Joint Bookrunners

						Head & Shoulders Securities
			Joint Lead Managers
		Head & Shoulders Securities
			Co-lead Managers
		CIS Securities Asset		Future Land
Bluemount	ChaoShang	Management		Resources	Grand Moore	Grand Partners
Securities Limited	Securities Limited	Limited	Securities Limited	Capital Limited	Securities Limited
Lego Securities	Merdeka Capital Sinomax Securities Solomon Securities	Yuzhou Financial
Limited	Limited	Limited	Limited	Holdings Limited

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Application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to (i) the Capitalisation Issue, (ii) the Share Offer, (iii) the exercise of the Over-allotment Option and (iv) the exercise of the options which may be granted under the Share Option Scheme. Assuming that the Share Offer becomes unconditional in all respects at or before 8:00 a.m. in Hong Kong on Friday, 18 October 2019, it is expected that dealings in the Shares on the Main Board of the Stock Exchange will commence at 9:00 a.m. on Friday, 18 October 2019.

The Share Offer comprises the Public Offer of initially 20,000,000 Shares (subject to reallocation), representing 10% of the total number of Offer Shares initially available under the Share Offer and the Placing of initially 180,000,000 Shares (subject to reallocation and the Over-allotment Option), representing 90% of the total number of Offer Shares initially available under the Share Offer. The allocation of the Offer Shares between the Public Offer and the Placing will be subject to adjustment as described in the section headed "Structure and Conditions of the Share Offer" in the Prospectus.

In particular, the Joint Bookrunners (for themselves and on behalf of the Underwriters) may reallocate Offer Shares from the Placing to the Public Offer to satisfy valid applications under the Public Offer. In accordance with the Guidance Letter HKEx-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the maximum total number of Offer Shares that may be reallocated to the Public Offer following such reallocation shall be not more than double the initial allocation to the Public Offer (i.e. 40,000,000 Offer Shares) and the final Offer Price shall be fixed at the low-end of the indicative Offer Price range (i.e. HK$0.625 per Offer Share) stated in the Prospectus.

In connection with the Share Offer and pursuant to the Placing Underwriting Agreement, the Company is expected to grant to the Joint Bookrunners (for themselves and on behalf of the Placing Underwriters) the Over-allotment Option exercisable at any time within 30 days from the last day for the lodging of applications under the Public Offer (the last day for the exercise of the Over-allotment Option being Thursday, 7 November 2019), to require the Company to allot and issue up to an aggregate of 30,000,000 additional Offer Shares, representing approximately 15% of the initial Offer Shares available under the Share Offer, at the Offer Price to cover, among other things, over-allocation in the Placing, if any. In the event the Over-allotment Option is exercised, an announcement will be made by the Company on the Company's website at www.chittathk.comand the website of the Stock Exchange at www.hkexnews.hk.

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Subject to the granting of the approval by the Stock Exchange for the listing of, and permission to deal in, the Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional advisers for details of the settlement arrangement as such arrangements may affect their rights and interests.

The Offer Price will be not more than HK$0.75 per Offer Share, unless otherwise announced by the Company no later than the morning of the last day for lodging applications under the Public Offer. Applicants under the Public Offer should pay in full, on application, the maximum indicative Offer Price of HK$0.75 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the final Offer Price is lower than HK$0.75 per Offer Share. If the Offer Price as finally determined is less than the maximum Offer Price of HK$0.75 per Offer Share, appropriate refund payments (including the related brokerage, SFC transaction levy and Stock Exchange trading fee attributable to the excess application monies) will be made to applicants without interest.

Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the Application Forms and the designated website www.hkeipo.hkfor the HK eIPO White Form.

Applicants who would like to have the allotted Public Offer Shares registered in their own names should either (i) complete and sign the WHITE Application Forms or, (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hkunder the HK eIPO White Form service. Applicants who would like to have the allotted Public Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participants' stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.

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Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours between 9:00 a.m. on Friday, 27 September 2019 until 12:00 noon on Tuesday, 8 October 2019 from:

1. the following office of the Public Offer Underwriters:
   Alpha Financial Group Limited
   Room A, 17/F, Fortune House 61 Connaught Road Central Central
   Hong Kong
   Head & Shoulders Securities Limited
   Room 2511, 25/F Cosco Tower 183 Queen's Road Central Hong Kong
   AFG Securities Limited
   Room B, 17/F., Fortune House 61 Connaught Road Central Central
   Hong Kong
   I Win Securities Limited
   Room 1916 Hong Kong Plaza
   188 Connaught Road West Sai Wan
   Hong Kong
   Bluemount Securities Limited
   Room 2403-05 Jubilee Centre
   18 Fenwick Street Wan Chai Hong Kong

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ChaoShang Securities Limited

Rooms 2206-2210, 22/F

China Resources Building

26 Harbour Road

Wanchai

Hong Kong

CIS Securities Asset Management Limited

21/F, Centre Point

181-185 Gloucester Road

Wanchai

Hong Kong

Future Land Resources Securities Limited

Flat B, 20/F

Guangdong Investment Tower

148 Connaught Road Central

Sheung Wan

Hong Kong

Grand Moore Capital Limited

Unit 1607, 16/F

Silvercord Tower 1

30 Canton Road

Tsim Sha Tsui

Kowloon

Hong Kong

Grand Partners Securities Limited

9/F

Connaught Harbourfront House 35-36 Connaught Road West Hong Kong

Lego Securities Limited

Room 301, 3/F China Building

29 Queen's Road Central Central

Hong Kong

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Merdeka Capital Limited

Room 1108-1110, 11/F

Wing On Centre

111 Connaught Road

Central

Hong Kong

Sinomax Securities Limited

Room 2705-6, 27/F

Tower One, Lippo Centre

89 Queensway Hong Kong

Solomon Securities Limited

Unit 1705, 17/F

No. 148 Electric Road

North Point

Hong Kong

Yuzhou Financial Holdings Limited

Unit E, 6/F

Yardley Commercial Building 1-6 Connaught Road West Sheung Wan

Hong Kong

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1. or any of the designated branches of the receiving bank, Bank of China (Hong Kong) Limited:

District	Branch Name	Address
Hong Kong Island	Taikoo Shing Branch	Shop G1006
		Hoi Shing Mansion
		Taikoo Shing
		Hong Kong
Kowloon	Mei Foo Mount	Shop N47-49, G/F
	Sterling Mall Branch	Mount Sterling Mall
		Mei Foo Sun Chuen
		Kowloon
New Territories	Tai Po Branch	68-70 Po Heung Street
		Tai Po Market
		New Territories
	Yuen Long (Hang Fat	8-18 Castle Peak Road
	Mansion) Branch	Yuen Long
		New Territories

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Friday, 27 September 2019 until 12:00 noon on Tuesday, 8 October 2019 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker, who may have the YELLOW Application Forms and the Prospectus available.

Both completed WHITE or YELLOW Application Form, together with a cheque or a banker's cashier order attached and marked payable to "BANK OF CHINA (HONG KONG) NOMINEES LIMITED - ACCEL GROUP PUBLIC OFFER" for the payment, should be deposited in the special collection boxes provided at any of the designated branches of the receiving banks listed above, at the following dates and times:

Friday, 27 September 2019 - 9:00 a.m. to 5:00 p.m.

Saturday, 28 September 2019 - 9:00 a.m. to 1:00 p.m.

Monday, 30 September 2019 - 9:00 a.m. to 5:00 p.m.

Wednesday, 2 October 2019 - 9:00 a.m. to 5:00 p.m.

Thursday, 3 October 2019 - 9:00 a.m. to 5:00 p.m.

Friday, 4 October 2019 - 9:00 a.m. to 5:00 p.m.

Saturday, 5 October 2019 - 9:00 a.m. to 1:00 p.m.

Tuesday, 8 October 2019 - 9:00 a.m. to 12:00 noon

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The application lists will be open from 11:45 a.m. to 12:00 noon on Tuesday, 8 October 2019, the last application day or such later time as described in the section headed "How to Apply for Public Offer Shares - 10. Effect of bad weather on the opening and closing of the application lists" in the Prospectus.

Applicants applying by HK eIPO White Form Service may submit applications through the HK eIPO White Form Service Provider at www.hkeipo.hk(24 hours daily, except on the last application day) from 9:00 a.m. on Friday, 27 September 2019 until 11:30 a.m. on Tuesday, 8 October 2019 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Tuesday, 8 October 2019 or such later time as described in the section headed "How to Apply for Public Offer Shares

• 10. Effect of bad weather on the opening and closing of the application lists" in the Prospectus.

CCASS Clearing Participants can input electronic application instructions at the following times on the following dates(1):

Friday, 27 September 2019 - 9:00 a.m. to 8:30 p.m.

Monday, 30 September 2019 - 8:00 a.m. to 8:30 p.m.

Wednesday, 2 October 2019 - 8:00 a.m. to 8:30 p.m.

Thursday, 3 October 2019 - 8:00 a.m. to 8:30 p.m.

Friday, 4 October 2019 - 8:00 a.m. to 8:30 p.m.

Saturday, 5 October 2019 - 8:00 a.m. to 1:00 p.m.

Tuesday, 8 October 2019 - 8:00 a.m. to 12:00 noon

Note:

1. These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

CCASS Participants can input electronic application instructions from 9:00 a.m. on Friday, 27 September 2019 until 12:00 noon on Tuesday, 8 October 2019. The latest time for inputting your electronic application instructions will be 12:00 noon on Tuesday, 8 October 2019, the last application day or such later time as described in the section headed "How to Apply for Public Offer Shares - 10. Effect of bad weather on the opening and closing of the application lists" in the Prospectus.

Please refer to the sections headed "Structure and Conditions of the Share Offer" and "How to Apply for Public Offer Shares" in the Prospectus for details of the conditions and procedures of the Public Offer.

The Company expects to announce the final Offer Price, the level of indication of interest in the Placing, the level of applications in the Public Offer and the basis of allocation of the Public Offer Shares on the website of the Company at www.chittathk.comand the website of the Stock Exchange at www.hkexnews.hkon Thursday, 17 October 2019.

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The results of allocations in the Public Offer and the Hong Kong identity card/passport/ Hong Kong business registration numbers of successful applicants (where applicable) under the Public Offer will be made available through a variety of channels from Thursday, 17 October 2019 as described in the section headed "How to Apply for Public Offer Shares

- 11. Publication of results" in the Prospectus.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$0.75 per Offer Share (excluding brokerage, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Public Offer are not fulfilled in accordance with the section headed "Structure and Conditions of the Share Offer - Conditions of the Share Offer" in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and the Stock Exchange trading fee, will be refunded, without interest or the cheque or banker's cashier order will not be cleared. Any refund of the application monies will be made on Thursday, 17 October 2019.

No temporary document of title will be issued in respect of the Offer Shares. No receipt will be issued for sums paid on application. Share certificates will only become valid certificates of title at 8:00 a.m. on Friday, 18 October 2019 provided that the Public Offer has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms.

Assuming that the Public Offer becomes unconditional in all respects at or before 8:00 a.m. in Hong Kong on Friday, 18 October 2019, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, 18 October 2019. The Shares will be traded in board lots of 5,000 Shares each under the stock code 1283.

By order of the Board

Accel Group Holdings Limited

Ko Lai Hung

Chairman

Hong Kong, 27 September 2019

As at the date of this announcement, the executive Directors are Mr. Ko Lai Hung and Ms. Cheung Mei Lan, the non-executive Director is Mr. Ko Angus Chun Kit, and the independent non-executive Directors are Mr. Chan Cheong Tat, Ms. Tse Ka Wing and Mr. Ho Chi Shing.

This announcement is available for viewing on the website of the Company at www.chittathk.comand the website of the Stock Exchange at www.hkexnews.hk.

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