China Vanguard You Champion : 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 contents of this announcement.

This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

THE PLACING

On 7 January 2019 (after trading hours), the Placing Agent and the Company entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 168,000,000 Placing Shares at the Placing Price of HK$0.238 per Placing Share to not less than six Placees, who and whose beneficial owners shall be Independent Third Parties. The Placing Shares will be allotted and issued pursuant to the General Mandate.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and completion of the Placing, the maximum number of Placing Shares under the Placing represents (i) approximately 5.11% of the existing issued share capital of the Company of 3,290,855,068 Shares as at the date of this announcement; and (ii) approximately 4.86% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$2,100,000.

The Placing Price of HK$0.238 per Placing Share represents (i) a discount of approximately 8.46% to the closing price of HK$0.260 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 8.11% to the average closing price of HK$0.259 per Share in the last five trading days immediately prior to the date of the Placing Agreement.

It is expected that the maximum gross proceeds and net proceeds from the Placing will be approximately HK$40 million and approximately HK$39.5 million respectively. The net proceeds from the Placing are intended to be used for the general working capital of the Group. The net price per Placing Share after deduction of the Placing commission and other related expenses is approximately HK$0.235.

Since the completion of the Placing is subject to the fulfilment of the condition set out in the Placing Agreement, 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

7 January 2019 (after trading hours)

Issuer

The Company Placing Agent

Chung Lee Securities Co., Limited

The Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 168,000,000 Placing Shares to not less than six Placees and the Placing Agent will receive a placing commission of 1.25% on the aggregate Placing Price of the Placing Shares placed by the Placing Agent (i.e. gross proceeds of the Placing) upon completion of the Placing, which was arrived at arm's length negotiations between the parties.

Placees

The Placing Agent will, on a best effort basis, place the Placing Shares to not less than six Placees, who and whose ultimate beneficial owner(s) are Independent Third Parties.

Number of Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and completion of the Placing, the maximum number of 168,000,000 Placing Shares under the Placing represents (i) approximately 5.11% of the existing issued share capital of the Company of 3,290,855,068 Shares as at the date of this announcement; and (ii) approximately 4.86% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$2,100,000.

Ranking of Placing Shares

The Placing Shares under the Placing will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares.

Placing Price

The Placing Price of HK$0.238 per Placing Share represents (i) a discount of approximately 8.46% to the closing price of HK$0.260 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 8.11% to the average closing price of HK$0.259 per Share in the last five trading days immediately prior to the date of the Placing Agreement.

The Placing Price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions. Hence, the Placing is in the interests of the Company and the Shareholders as a whole.

General Mandate to allot and issue the Placing Shares

The Placing Shares will be issued under the General Mandate granted to the Directors by resolution of the Shareholders passed at the AGM subject to the limit up to 20% of the then number of issued Shares as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 658,171,013 Shares. As at the date of this announcement, no Shares had been issued and allotted. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders. Upon Completion, the Company will still have unused General Mandate to issue up to 490,171,013 Shares.

Application for listing of Placing Shares

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

Condition of the Placing Agreement

Completion of the Placing Agreement is conditional upon the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares to be issued under the Placing.

If the condition is not satisfied on or before 6 February 2019 (or such later date as may be agreed between the Company and the Placing Agent in writing), the obligations and liabilities of the Company and the Placing Agent under the Placing Agreement shall be null and void and the Company and the Placing Agent shall be released from all rights and obligations pursuant to the Placing Agreement. Neither party shall have any right to damages for any costs and expenses that it may have incurred in connection with or arising out of the Placing Agreement.

Completion of the Placing

Completion of the Placing shall take place on or before 6 February 2019, after fulfilment of the condition precedent set out in the Placing Agreement or such other date as may be agreed between the Placing Agent and the Company in writing.

Termination events

The Placing Agreement contains provisions granting the Placing Agent the right to terminate the Placing Agreement on the occurrence of certain events including:

• (a) any breach of any of the representations and warranties set out in the Placing Agreement comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to the Closing Date which if it had occurred or arisen before the date of the Placing Agreement would have rendered any of such representations and warranties untrue or incorrect in any material respect or there has been a material breach by the Company of any other provision of the Placing Agreement and such breach, event or matter is material in the context of the Placing; or

• (b) there is any material adverse change in the financial position, condition, business or prospects of the Group which is material in the context of the Placing; or

• (c) the occurrence of any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date hereof) and including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, resulting in a material adverse change in, or which may result in a material adverse change in, political, economic, fiscal, financial, regulatory or stock market conditions and which in the Placing Agent's reasonable opinion would materially adversely affect the success of the Placing; or

• (d) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise and which in the Placing Agent's reasonable opinion, would materially adversely affect the success of the Placing; or

• (e) any material adverse change in conditions of local, national or international securities markets occurs which in the Placing Agent's reasonable opinion would materially and adversely affect the success of the Placing; or

• (f) any new law or regulation or change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong or any other jurisdiction relevant to the Group and if in the Placing Agent's reasonable opinion any such new law or change may materially and adversely affect the business or financial prospects of the Group and/or the success of the Placing; or

• (g) a change or development occurs involving a prospective change of taxation or exchange control (or the implementation of exchange control) in Hong Kong or elsewhere and if in Placing Agent's reasonable opinion, any such change or development would materially adversely affect the success of the Placing; or

• (h) any litigation or claim being instigated against any member of the Group, which has or may have a material adverse effect on the business or financial position of the Group and which in the Placing Agent's reasonable opinion would materially and adversely affect the success of the Placing.

Upon termination of the Placing Agreement pursuant to the above paragraphs, all obligations of each of the Placing Agent and the Company under the Placing Agreement shall cease and determine and no party shall have any claim against any other party in respect of any matter arising out of or in connection with the Placing Agreement except for any antecedent breach of any obligation under the Placing Agreement.

Since the completion of the Placing is subject to the fulfilment of the condition set out in the Placing Agreement, the Placing may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in (i) the provision of lottery-related services; (ii) the provision of Internet Plus solution services; and (iii) other services (including catering services and consulting services). The maximum gross proceeds and net proceeds from the Placing will be HK$40 million and approximately HK$39.5 million respectively. The net proceeds from the Placing are intended to be used for the general working capital of the Group. The net price per Placing Share after deduction of the Placing commission and other related expenses is approximately HK$0.235.

The Directors have considered various ways of raising funds and believe that the Placing represents an opportunity to raise capital for the Company while broadening its Shareholder and capital base. It also signifies the confidence of the Placee(s) in the potential of the Company and demonstrates their willingness to support the Company. The Directors are of the view that the Placing would strengthen the financial position of the Group and provide working capital to the Group to meet any future development and obligations.

The Directors consider that the terms and conditions of the Placing Agreement are fair and reasonable and are on normal commercial terms and the Placing is in the interest of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITIES BY THE COMPANY IN THE PAST TWELVE MONTHS

The Company has not conducted any fund raising activities involving the issue of its equity securities in the 12 months immediately preceding the date of this announcement.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The existing shareholding structure of the Company and the effect on the shareholding structure of the Company upon completion of the Placing is set out as below:

Shareholders

Shareholding as at the date of this announcementShareholding immediately after completion of the Placing (assuming that the maximum number of Placing Shares is placed and there will be no other change in the issued share capital of the Company between the date of this announcement and completion of the Placing)

Number of	Approximate	Number of	Approximate
Shares	%	Shares	%
Directors
Madam Cheung Kwai Lan	4,656,000	0.14	4,656,000	0.13
Mr. Chan Tung Mei	3,020,000	0.09	3,020,000	0.09
Mr. Yang Qing Cai	475,000	0.01	475,000	0.01
Sub-total	8,151,000	0.24	8,151,000	0.23
Best Frontier Investments	675,565,856	20.53	675,565,856	19.53
Limited (Note 1)
Integrated Asset	455,633,000	13.85	455,633,000	13.17
Management (Asia)