FF003G

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

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: China Vanguard You Champion Holdings Limited Stock code (ordinary shares): 08156

This information sheet contains certain particulars concerning the above company (the "Company") which is listed on 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 GEM 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 5 July 2018

A. General

Place of incorporation:

Cayman Islands

Date of initial listing on GEM:

12 November 2002

Name of Sponsor(s):

N/A

Names of directors:

Executive Directors

(please distinguish the status of the directors

Madam CHEUNG Kwai Lan

- Executive, Non-Executive or Independent

Mr. CHAN Ting

Non-Executive)

Non-executive Director

Mr. CHAN Tung Mei

Independent Non-executive Directors

Mr. TO Yan Ming Edmond

Mr. YANG Qing Cai

Dr. LIU Ta-pei

Name(s) of substantial shareholder(s): (as such term is defined in rule 1.01 of the GEM Listing Rules) and their respective interests in the ordinary shares and other securities of the Company

Shareholder Name

No. of Shares

% of Shareholding

Best Frontier Investments Limited ("Best Frontier") & its concert parties (Note 1)

731,241,856 22.22%

Integrated Asset Management (Asia) Limited ("Integrated Asset") & its concert parties (Note 2)

538,233,000 16.36%

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

Notes:

  • 1. 723,565,856 shares are owned by Best Frontier which is owned as to 99.89% and 0.11% by Madam CHEUNG Kwai Lan ("Madam CHEUNG") and Mr. CHAN Tung Mei ("Mr. CHAN"). In addition, Madam CHEUNG and Mr. CHAN directly hold 4,656,000 shares and 3,020,000 shares respectively. Madam CHEUNG is the spouse of Mr. CHAN and so both of them are deemed to be interested in the shares.

  • 2. 538,233,000 shares are owned by Integrated Asset which is wholly-owned by Mr. YAM Tak Cheung. The 8% coupon convertible bonds in aggregate amount of HK$89,625,000 for a term of six months were issued to Integrated Asset pursuant to the amendment agreement dated 18 January 2017 (the "CBs"). The Company received a written consent from Integrated Asset, of which the maturity date of the CBs would be extended for the further six months to 17 January 2018. A maximum number of 249,651,810 shares would be allotted and issued to Integrated Asset upon conversion of the CBs in full. The adjusted conversion price is HK$0.359 per conversion share subject to adjustment.

    An ordinary resolution was passed at the extraordinary general meeting of the Company held on 18 April 2018 in which the amendments to the terms of the CBs would be effective from 18 January 2018. The maturity date of the CBs was extended for six months from 17 January 2018 to 17 July 2018, and further extended maturity date upon a prior written consent from Integrated Asset shall be 17 January 2019. A maximum number of 249,651,810 shares would be allotted and issued to Integrated Asset upon conversion of the CBs in full and thereafter the shareholding of Integrated Asset will be increased to approximately 23.94% of the current issued share capital of the Company and approximately 22.25% of the enlarged issued share capital of the Company.

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

Financial year end date: Registered address:

N/A

30 June

P. O. Box 10008, Willow House, Cricket Square Grand Cayman KY1-1001, Cayman IslandsHead office and principal place of business: Units 307-313, 3/F, Wireless Centre Phase One Hong Kong Science Park

Pak Shek Kok, New Territories, Hong Kong

Web-site address (if applicable): Share registrar:

Auditors:

B. Business activities

www.cvg.com.hk

Principal share registrar and transfer office: Tricor Services (Cayman Islands) Limited

P. O. Box 10008,Willow House, Cricket Square Grand Cayman KY1-1001

Cayman Islands

Branch share registrar and transfer office in Hong Kong: Tricor Standard Limited

Level 22, Hopewell Centre 183 Queen's Road East Wanchai, Hong Kong

Sky Base Partners CPA Limited

The principal activities of the Group are (i) the provision of lottery-related services; and (ii) others.

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

C. Ordinary shares

Number of ordinary shares in issue:

3,290,855,068

Par value of ordinary shares in issue:

HK$0.0125

Board lot size (in number of shares):

5,000

Name of other stock exchange(s) on

which ordinary shares are also listed:

N/A

D. Warrants

Stock code:

N/A

Board lot size:

N/A

Expiry date:

N/A

Exercise price:

N/A

Conversion ratio:

(Not applicable if the warrant is

denominated in dollar value of

conversion right)

N/A

No. of warrants outstanding:

N/A

No. of shares falling to be issued upon

the exercise of outstanding warrants:

N/A

E. Other securities

Share Options:-

The Company conditionally adopted a share option scheme on 31 January 2013, the details of share options granted were as follows:-

No. of share

Date of granted 21 July 2015

options granted 20,000,000

Exercise price

HK$1.280

Exercisable period 1 July 2016 - 30 June 2019

Convertible Bonds

On 17 January 2014, the Company issued CBs due on 17 January 2017 with a principal amount of HK$89,625,000 which was having interest bearing a rate of 2% per annum. The CBs were convertible into fully paid 150,000,000 shares with a conversion price at HK$0.598 per conversion share.

An ordinary resolution was passed at the extraordinary general meeting of the Company held on 29 March 2017 in which the amendments to the terms of the CBs would be effective from 18 January 2017. The maturity date of the CBs was extended for six months from 17 January 2017 to 17 July 2017, and further extended maturity date upon a prior written consent from the bondholder shall be 17 January 2018. The bearing interest rate of the CBs was increased from the rate of 2% per annum to 8% per annum and interest should be paid semi-annually from 18 January 2017. Its conversion price was amended from HK$0.598 per conversion share to HK$0.359 per conversion share, which can be converted into for the maximum number of 249,651,810 shares.

An ordinary resolution was passed at the extraordinary general meeting of the Company held on 18 April 2018 in which the amendments to the terms of the CBs would be effective from 18 January 2018. The maturity date of the CBs was extended for six months from 17 January 2018 to 17 July 2018, and further extended maturity date upon a prior written consent from the bondholder shall be 17 January 2019. A maximum number of 249,651,810 shares would be allotted and issued to the bondholder upon conversion of the CBs in full.

If there are any debt securities in issue that are guaranteed, please indicate name of guarantor.

N/A

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

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 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:

CHEUNG Kwai Lan

CHAN Ting

CHAN Tung Mei

TO Yan Ming Edmond

YANG Qing Cai

LIU Ta-pei

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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China Vanguard Group Ltd. published this content on 05 July 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 05 July 2018 09:53:02 UTC