Tongda Hong Tai : (I) PROPOSED OPEN OFFER ON THE BASIS OF ONE OFFER SHARE FOR EVERY ONE SHARE HELD ON THE RECORD DATE; (II) CONNECTED TRANSACTIONS IN RELATION TO THE UNDERWRITING AGREEMENT AND SET OFF OF SHAREHOLDER'S LOANS; AND (III) APPLICATION FOR WHITEWASH WAIVER AND CONSENT FOR SPECIAL DEAL

August 24, 2020 at 10:07 pm IST

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

TONGDA HONG TAI HOLDINGS LIMITED

通達宏泰控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2363)

PROPOSED OPEN OFFER ON THE BASIS OF ONE OFFER SHARE FOR EVERY ONE SHARE

HELD ON THE RECORD DATE;

(II) CONNECTED TRANSACTIONS

IN RELATION TO THE UNDERWRITING AGREEMENT AND

SET OFF OF SHAREHOLDER'S LOANS; AND

APPLICATION FOR WHITEWASH WAIVER AND CONSENT FOR SPECIAL DEAL

PROPOSED OPEN OFFER

The Board proposes to raise approximately HK$61.5 million before expenses, by way of Open Offer of 189,115,638 Offer Shares at the Subscription Price of HK$0.325 per Offer Share on the basis of one Offer Share for every one Share held on the Record Date and payable in full on acceptance. Landmark Worldwide, a substantial shareholder, beneficially holding 35,712,250 Shares, representing approximately 18.88% of the issued share capital of the Company as at the date of this announcement, has conditionally agreed to fully underwrite all the Untaken Offer Shares, on the terms and conditions set out in the Underwriting Agreement.

The Open Offer will not be extended to the Prohibited Shareholders. To qualify for the Open Offer, Shareholders must be registered as members of the Company on the Record Date and a Qualifying Shareholder. In order to be registered as a member of the Company on the Record Date, any transfer of Shares (together with the relevant share certificates) must be lodged for registration with the Registrar on or before 4:30 p.m. on Monday, 19 October 2020, being the Latest Lodging Time.

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Pursuant to the Underwriting Agreement, Landmark Worldwide and the Company have agreed that the aggregate Subscription Price required to be paid by Landmark Worldwide and its associates under its underwriting obligations of the Underwriting Agreement and the Open Offer will be settled by way of firstly the Set Off against the Shareholder's Loans and after the Set Off of the Shareholder's Loan in full, by cash. The Set Off and the Underwriting Agreement constitute connected transactions on the part of the Company.

APPLICATION FOR WHITEWASH WAIVER

Assuming (i) there is no change in the number of issued Shares from the date of this announcement up to and including the date of close of the Open Offer; (ii) none of the Qualifying Shareholders other than Landmark Worldwide have taken up their entitlements under the Open Offer; and (iii) none of the Unsubscribed Shares have been taken up under the Unsubscribed Arrangements, the aggregate shareholding of Landmark Worldwide and parties acting in concert with it in the Company upon the close of the Open Offer will increase from the current level of approximately 31.96% to approximately 65.98% of the issued share capital of the Company as enlarged by the allotment and issue of the Offer Shares. Landmark Worldwide will, in the absence of the Whitewash Waiver, be obliged to make a mandatory cash offer for all issued Shares not already owned or agreed to be acquired by it pursuant to Rule 26 of the Takeovers Code.

An application will be made by Landmark Worldwide to the Executive for the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code. The Whitewash Waiver, if granted by the Executive, would be subject to, among other things, the approval of the Independent Shareholders at the EGM by way of poll. Under the Takeovers Code, the resolution(s) in relation to the Whitewash Waiver shall be approved by at least 75% of the independent votes that are casted either in person or by proxy by the Independent Shareholders at the EGM by way of poll, and the Open Offer, the Set Off, the Underwriting Agreement, the Special Deal and the transactions contemplated thereunder would be subject to, among others, the approval by more than 50% of the Independent Shareholders at the EGM by way of poll. The Executive may or may not grant the Whitewash Waiver. As it is a condition precedent to the completion of the Open Offer that the Whitewash Waiver is granted by the Executive, the Open Offer will not proceed if the Whitewash Waiver is not granted by the Executive.

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SPECIAL DEAL

the Company is indebted to Mr. Wang the Shareholder's Loans in the total amount of approximately HK$45 million under the Loan Agreements. The Shareholder's Loans are unsecured, bearing an interest at 2% per annum and with a term of one year.

Pursuant to the Underwriting Agreement, Landmark Worldwide and the Company have agreed that the Subscription Price payable by Landmark Worldwide and its associates for the Offer Shares to which each of them is entitled under the Open Offer and the Underwritten Shares would be by way of the Set Off against the Shareholder's Loans in first place and the remaining balance of the Subscription Price will be settled in cash. The exact amount of the Shareholder's Loans to be set off for such aggregate Subscription Price depends on the number of Offer Shares to be taken up by the Qualifying Shareholders.

all the Unsubscribed Shares were placed to Independent Third Parties under the Unsubscribed Arrangements); and (ii) the maximum amount of the Shareholder's Loans to be Set Off will be approximately HK$45 million (assuming (a) no Qualifying Shareholders take up any of his/her/its entitlements under the Open Offer except for Landmark Worldwide pursuant to the Landmark Undertaking; and (b) no Independent Third Parties took up the Unsubscribed Shares such that all the Unsubscribed Shares were taken up by Landmark Worldwide) respectively.

The proposed Set Off of the Shareholder's Loans, which is a form of repayment to a Shareholder of indebtedness due by the Company, is not capable of being extended to all Shareholders and constitutes a special deal under Note 5 to Rule 25 of the Takeovers Code and therefore requires (i) consent by the Executive; (ii) the Independent Financial Adviser to publicly state in its opinion that the terms of the Open Offer and the Special Deal are fair and reasonable; and (iii) approval by the Independent Shareholders at the EGM, in which Mr. Wang and parties acting in concert with him who are Shareholders will be required to abstain from voting on the relevant resolutions approving the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal. The Company will apply to the Executive for the consent to the Special Deal under Rule 25 of the Takeovers Code.

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LISTING RULES IMPLICATIONS

In accordance with Rule 7.24A(1) of the Listing Rules, as the Offer Shares are not issued pursuant to the general mandate of the Company, the Open Offer must be made conditional on minority Shareholders' approval at the EGM and, pursuant to Rule 7.27A(1) of the Listing Rules, any controlling Shareholders and their associates, or where there is no controlling Shareholders, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution(s) in relation to the Open Offer.

The Set Off and the Underwriting Agreement constitute connected transactions for the Company as Landmark Worldwide, being a substantial shareholder and the Underwriter, is a connected person of the Company. Accordingly, the Set Off and the Underwriting Agreement are subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

GENERAL

An Independent Board Committee, comprising all independent non-executive Directors in compliance with Rule 2.8 of the Takeovers Code, will be established to advise the Independent Shareholders as to whether the terms of the Open Offer, the Underwriting Agreement, the Whitewash Waiver and the Special Deal are fair and reasonable and whether the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal are in the interests of the Company and the Independent Shareholders as a whole, and to advise the Independent Shareholders on how to vote, taking into account the recommendations of the Independent Financial Adviser.

An Independent Financial Adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal are fair and reasonable and whether the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal are in the interests of the Independent Shareholders as a whole, and to advise the Independent Shareholders on how to vote.

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The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal and the transactions contemplated thereunder. Landmark Worldwide and parties acting in concert with it and any Shareholders who are involved in or interested in the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and/or the Special Deal and those Shareholders who have a material interest in the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and/or the Special Deal different from other Shareholders, including but not limited to those Directors who have a personal interest in the Shares (namely, Mr. Wong Ah Yu and Mr. Wang) shall abstain from voting on the resolutions to approve the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal at the EGM.

A circular including, among other things, details of (i) the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal; (ii) the recommendation of the Independent Board Committee in relation to the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal; and (iv) a notice convening the EGM will be despatched to the Shareholders as soon as practicable in compliance with Rule 8.2 of the Takeovers Code and the Listing Rules.

The Prospectus Documents setting out details of the Open Offer will be despatched to the Qualifying Shareholders as soon as practicable, subject to the conditions of the Open Offer being satisfied.

WARNING OF THE RISK OF DEALINGS IN THE SHARES

Shareholders and potential investors should note that the Open Offer is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Open Offer may or may not proceed.

Shareholders and potential investors should exercise extreme caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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PROPOSED OPEN OFFER

Issue statistics

Basis of the Open Offer:

Subscription Price:

Number of Shares in issue:

Number of Offer Shares:

Number of Offer Shares undertaken to be taken up by Landmark Worldwide:

One Offer Share for every one Share held on the Record Date

HK$0.325 per Offer Share

189,115,638 Shares as at the date of this announcement

189,115,638 Offer Shares

Pursuant to the Landmark Undertaking, Landmark Worldwide has irrevocably undertaken to the Company that

the 35,712,250 Shares registered in the name of and beneficially owned by Landmark Worldwide will remain registered in the name of and beneficially owned by Landmark Worldwide before the date when the announcement of the results of the Open Offer is published;
Landmark Worldwide will accept its entitlements under the Open Offer for an aggregate of 35,712,250 Offer Shares; and (iii) Landmark Worldwide will lodge the Application Form in respect of its assured entitlements accompanied by appropriate remittances which shall be honoured on first presentation and otherwise comply with the procedures for such acceptance and application as described in the Prospectus Documents prior to the Latest Time for Acceptance.

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Number of Offer Shares	153,403,388 Offer Shares, being the total number of the
underwritten by the	Offer Shares less the number of the Offer Shares to be taken
Underwriter:	up by Landmark Worldwide under the Landmark
	Undertaking. The Open Offer (other than the Offer Shares
	undertaken to be taken up by Landmark Worldwide under
	the Landmark Undertaking) will be fully underwritten by
	the Underwriter on the terms and subject to the conditions
	set out in the Underwriting Agreement.

As at the date of this announcement, the Company has no outstanding warrants, options or convertible securities or other similar rights which are convertible or exchangeable into Shares. The Company has no intention to issue any new Shares and any other securities before the completion of the Open Offer.

Subscription Price

The Subscription Price is HK$0.325 per Share, payable in full on application. The subscription price represents:

a discount of approximately 13.33% to the closing price of HK$0.375 per Share as quoted on the Stock Exchange on the Last Trading Day;
a discount of approximately 7.14% to the theoretical ex-entitlement price of HK$0.35 per Share based on the closing price of HK$0.375 per Share as quoted on the Stock Exchange on the Last Trading Day;
a discount of approximately 13.79% to the average closing price of HK$0.377 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including the Last Trading Day;
a discount of approximately 15.14% to the average closing price of HK$0.383 per Share as quoted on the Stock Exchange for the ten consecutive trading days up to and including the Last Trading Day; and
a discount of approximately 79.44% to the audited consolidated net asset value per Share of approximately HK$1.581 (based on the latest published audited consolidated net asset value of the Group attributable to the Shareholders of approximately HK$299,061,000 and 189,115,638 Shares in issue as at 31 December 2019).

The net Subscription Price per Offer Share (after deducting the relevant expenses) will be approximately HK$0.306 per Offer Share.

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The Subscription Price was arrived at after arm's length negotiation between the Company and the Underwriter with reference to, among other things, (i) the prevailing market price of the Shares; (ii) the prevailing market conditions; (iii) the Group's current financial position;

the uncertain impact of COVID-19 on the business of the Group in the foreseeable future; and (v) the funding and working capital needs of the Group, including but not limited to the repayment of the Shareholder's Loans as set out in the paragraph headed "Reasons for the Open Offer and Use of Proceeds" below. In view of the above, the Directors (excluding (i) Mr. Wong Ah Yu and Mr. Wang, each of whom are beneficially holding 25% of the issued shares in Landmark Worldwide and/or parties acting in concert with it; and (ii) the independent non-executive Directors who will give their view after taking into consideration of the advice of the Independent Financial Adviser) consider that the determination of the Subscription Price is appropriate.

Each Qualifying Shareholder is entitled to subscribe for the Offer Shares at the same Subscription Price in proportion to his/her/its existing shareholding in the Company. The Directors (excluding (i) Mr. Wong Ah Yu and Mr. Wang, each of whom are beneficially holding 25% of the issued shares in Landmark Worldwide and/or parties acting in concert with it; and (ii) the independent non-executive Directors who will give their view after taking into consideration of the advice of the Independent Financial Adviser) consider the Subscription Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Status of the Offer Shares

The Offer Shares (when allotted, fully paid and issued) will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Offer Shares. Holders of the Offer Shares will be entitled to receive all future dividends and distributions, which are declared, made or paid on or after the date of allotment and issue of the Offer Shares.

Qualifying Shareholders and PRC Southbound Trading Investors

The Open Offer is only available to the Qualifying Shareholders. The Company will send

the Prospectus Documents to Qualifying Shareholders; and (ii) the Prospectus with the Overseas Letter, for information only, to the Prohibited Shareholders.

To qualify for the Open Offer, the Shareholder must be registered as a member of the Company on the Record Date and must not be a Prohibited Shareholder.

In order to be registered as a member of the Company on the Record Date, Shareholders must lodge any transfers of Shares (with the relevant share certificate(s)) with the Registrar, Union Registrars Limited at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong by no later than the Latest Lodging Time.

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The PRC Southbound Trading Investors may participate in the Open Offer through ChinaClear. ChinaClear will provide nominee services for the PRC Southbound Trading Investors to subscribe for their pro-rata entitlement in respect of Shares held on the Record Date at the Subscription Price under the Open Offer in accordance with the relevant laws and regulations.

Rights of Overseas Shareholders and Prohibited Shareholders

If at the close of business on the Record Date, a Shareholder's address on the Company's register of members is in a place outside of Hong Kong, that Shareholder may not be eligible to take part in the Open Offer. The Prospectus Documents will not be registered or filed under the applicable securities or equivalent legislation of any jurisdiction other than in Hong Kong.

In compliance with Rule 13.36(2)(a) of the Listing Rules, the Directors will make enquiries as to whether the issue of Offer Shares to the Overseas Shareholder may contravene the applicable securities legislation of the relevant overseas places or the requirements of the relevant regulatory body or stock exchange. If, after making such enquiry, the Directors are of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, not to offer the Offer Shares to such Overseas Shareholders, no provisional allotment of Offer Shares will be made to such Overseas Shareholders. Accordingly, the Open Offer will not be extended to the Prohibited Shareholders. The Offer Shares which would otherwise have been in the assured allotments of the Prohibited Shareholders will, if possible, be placed by the Placing Agent under the Unsubscribed Arrangements to investors who (or as the case may be, their ultimate beneficial owner(s)) are not Shareholders and are otherwise Independent Third Parties and, if not successfully placed out, will be taken up by the Underwriter pursuant to the terms of the Underwriting Agreement. The Company will disclose the results of the enquiry in the circular and/or the Prospectus regarding the legal restrictions on the issue and allotment of Offer Shares to the Overseas Shareholders.

The Prohibited Shareholders, so long as he/she/it is an Independent Shareholder, will be entitled to vote at the EGM to consider and, if thought fit, for the resolution(s) approving the Open Offer, the Underwriting Agreement, the Whitewash Waiver and the Special Deal.

Closure of register of members

The register of members of the Company will be closed from Friday, 9 October 2020 to Wednesday, 14 October 2020, both days inclusive, to determine the eligibility of the Shareholders to attend and vote at the EGM. No transfer of Shares will be registered during this period.

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The register of members of the Company will be closed from Tuesday, 20 October 2020 to Friday, 23 October 2020, both days inclusive, to determine the entitlements to the Open Offer. No transfer of Shares will be registered during this period.

Fractions of Offer Shares

On the basis of one Offer Share for every one Share held on the Record Date, no fractional entitlement will arise under the Open Offer. No entitlements of the Prohibited Shareholders to the Offer Shares will be issued to the Prohibited Shareholders. The Prohibited Shareholders (which are excluded from the Open Offer) would not have any entitlement under the Open Offer. Such Offer Shares will form part of the Unsubscribed Shares and if possible be placed by the Placing Agent under the Unsubscribed Arrangements to independent placees, and if not successfully placed out, will become Untaken Offer Shares and be taken up by the Underwriter in accordance with the terms set out in the Underwriting Agreement. No odd lot matching services will be provided by the Company in respect of the Offer Shares.

Procedures in respect of the Unsubscribed Shares and the Unsubscribed Arrangements

Pursuant to Rule 7.26A(2) of the Listing Rules, as Landmark Worldwide, being a substantial shareholder, shall act as the underwriter of the Open Offer, the Company must make arrangements as stipulated in Rule 7.26A(1)(b) of the Listing Rules to dispose of any Unsubscribed Shares not validly applied for by the No Action Shareholders by offering such Unsubscribed Shares to independent placees for the benefit of those Shareholders.

Any Unsubscribed Shares (which comprise (i) Offer Shares that are not subscribed by the Qualifying Shareholders; and/or (ii) Offer Shares which would otherwise have been in the assured allotments of the Prohibited Shareholders) will be first placed by the Placing Agent under the Unsubscribed Arrangements to investors who (or as the case may be, their ultimate beneficial owner(s)) are not Shareholders and are otherwise Independent Third Parties, and if not successfully placed out, will be taken up by the Underwriter pursuant to the terms of the Underwriting Agreement.

In order to comply with the Listing Rules, the Company has entered into the Placing Agreement with the Placing Agent to place the Unsubscribed Shares at the Placing Price. Any unplaced Unsubscribed Shares will then be taken up by the Underwriter pursuant to the terms of the Underwriting Agreement.

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Principal terms of the Placing Agreement are summarised below:

Date:	24 August 2020
Placing Agent:	Sinomax Securities Limited
	To the best of the Director's knowledge, information and
	belief having made all reasonable enquiries, as at the date of
	this announcement, (i) the Placing Agent and its ultimate
	beneficial owner(s) are Independent Third Parties; and (ii)
	the Placing Agent and its ultimate beneficial owner(s) are
	independent from the Underwriter and parties acting in
	concert with it
Placing commission:	The Company shall pay the Placing Agent a placing
	commission of HK$800,000
Placing Price:	HK$0.325 per Unsubscribed Share
Placing Period:	The period from Thursday, 12 November 2020 up to 4:00
	p.m. on Friday, 13 November 2020, or such other dates as
	the Company may announce, being the period during which
	the Placing Agent will seek to effect the Unsubscribed
	Arrangements
Placees:	The Unsubscribed Shares are expected to be placed to
	investors who (or as the case may be, their ultimate
	beneficial owner(s)) are not Shareholders and are otherwise
	Independent Third Parties
Condition precedent:	The obligations of the Placing Agent under the Placing
	Agreement are conditional upon the Underwriting
	Agreement becoming unconditional (save for the condition
	that the Placing Agreement has become unconditional)

The Placing Agent shall, on a best efforts basis during the Placing Period, seek to procure placees who (or as the case may be, their ultimate beneficial owner(s)) are not Shareholders and are otherwise Independent Third Parties for all (or as many as possible) to subscribe for the Unsubscribed Shares.

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As the Placing Price is the same as the Subscription Price, no premium over the Subscription Price is expected and no monetary benefits will be payable to the No Action Shareholders.

The Underwriter confirms that it and parties acting in concert with it will not be involved in screening and selecting of placees in relation to the Unsubscribed Shares.

The Placing Agent confirms that it is an Independent Third Party, and that there is no other arrangement, agreement, understanding or undertaking with the Underwriter in relation to the Shares. The terms of the Placing Agreement, including the placing commission, were determined after arm's length negotiation between the Placing Agent and the Company with reference to the prevailing market rate and the Company considers the terms to be normal commercial terms.

The Company considers that the Unsubscribed Arrangements will provide a compensatory mechanism for the No Action Shareholders, protect the interest of the Company's Independent Shareholders, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Given that the Company has put in place the Unsubscribed Arrangements as required by Rule 7.26A(1)(b) of the Listing Rules, there will be no excess application arrangements in relation to the Open Offer as stipulated under Rule 7.26A(1)(a) of the Listing Rules.

Application for listing

The Company shall make an application to the Stock Exchange for the listing of, and permission to deal in, the Offer Shares.

Subject to the granting of listing of, and permission to deal in, the Offer Shares on the Stock Exchange, the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Offer Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Dealings in the Offer Shares on the Stock Exchange will be subject to the payment of stamp duty (if any) in Hong Kong and any other applicable fees and charges in Hong Kong.

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Share certificates and refund cheques for the Offer Shares

Subject to the fulfillment of the conditions of the Open Offer, share certificates for all Offer Shares are expected to be posted to the Qualifying Shareholders who have accepted and applied for (where appropriate), and paid for the Offer Shares on or before Wednesday, 18 November 2020 by ordinary post at their own risk. If the Open Offer is terminated, refund cheques in respect of the applications for Offer Shares are expected to be posted on or before Wednesday, 18 November 2020 by ordinary post to the applicants at their own risk.

UNDERWRITING ARRANGEMENT

The Landmark Undertaking

Pursuant to the Landmark Undertaking, Landmark Worldwide has irrevocably undertaken to the Company that (i) the 35,712,250 Shares registered in the name of and beneficially owned by Landmark Worldwide will remain registered in the name of and beneficially owned by Landmark Worldwide before the date when the announcement of the results of the Open Offer is published; (ii) Landmark Worldwide will accept its entitlements under the Open Offer for an aggregate of 35,712,250 Offer Shares; and (iii) Landmark Worldwide will lodge the Application Form in respect of its assured entitlements accompanied by appropriate remittances which shall be honoured on first presentation and otherwise comply with the procedures for such acceptance and application as described in the Prospectus Documents prior to the Latest Time for Acceptance.

Save for the undertakings as disclosed above, the Board has not received any information or irrevocable undertakings from any substantial shareholders of their intention to take up the securities of the Company to be offered to them under the Open Offer.

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Underwriting Agreement
Date:	24 August 2020
Underwriter:	Landmark Worldwide
	Landmark Worldwide is a company incorporated in the
	British Virgin Islands with limited liability and is
	beneficially owned as to 25% by each of Mr. Wong Ah Yu,
	an executive Director, Mr. Wang, a non-executive Director,
	Mr. Wong Ah Yeung and Mr. Wang Ya Hua
	Landmark Worldwide, a substantial shareholder,
	beneficially holding 35,712,250 Shares, representing
	approximately 18.88% of the issued share capital of the
	Company as at the date of this announcement
Number of Offer Shares	Pursuant to the Underwriting Agreement, Landmark
underwritten:	Worldwide as the underwriter has conditionally agreed to
	underwrite the Offer Shares (other than the Offer Shares
	agreed to be taken up under the Landmark Undertaking)
	which have not been taken up by the Qualifying
	Shareholders and which have not been placed out by the
	Placing Agent under the Unsubscribed Arrangements.
	Accordingly, the Open Offer is fully underwritten
Commission:	Nil

Conditions of the Open Offer

The Open Offer is conditional upon:

the passing by the Independent Shareholders at the EGM of ordinary resolutions to approve the Open Offer, the Set Off, the Underwriting Agreement, the Special Deal and the transactions contemplated thereunder (more than 50% of the Independent Shareholders at the EGM by way of poll), and the Whitewash Waiver (at least 75% of the Independent Shareholders at the EGM by way of poll), in accordance with the Listing Rules and the Takeovers Code by no later than the Prospectus Posting Date;

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the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked listing of and permission to deal in the Offer Shares by no later than the first day of their dealings;
the delivery to the Stock Exchange for authorisation and the registration with the Registrar of Companies in Hong Kong respectively one copy of each of the Prospectus Documents duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (and all other documents required to be attached thereto) and otherwise in compliance with the Listing Rules and the CWUMPO not later than the Prospectus Posting Date;
the posting of the Prospectus Documents to the Qualifying Shareholders and the posting of the Prospectus and a letter in the agreed form to the Prohibited Shareholders, if any, for information purpose only explaining the circumstances in which they are not permitted to participate in the Open Offer on or before the Prospectus Posting Date;
the Executive granting the Whitewash Waiver to Landmark Worldwide and the satisfaction of all conditions (if any) attached to the Whitewash Waiver granted;
the obligations of the Underwriter becoming unconditional and that the Underwriting Agreement is not terminated in accordance with its terms; and
the Placing Agreement not being terminated pursuant to the terms thereof and remain in full force and effect.

The conditions set out above are incapable of being waived. If the conditions above are not satisfied by the Latest Time for Termination or such other date or dates as the Company and the Underwriter may agree in writing, the Underwriting Agreement shall terminate and no party will have any claim against any other party for costs, damages, compensation or otherwise save for any antecedent breaches.

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Termination of the Underwriting Agreement

If, prior to the Latest Time for Termination:

in the reasonable opinion of the Underwriter, the success of the Open Offer would be materially and adversely affected by:
1. the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Open Offer; or
2. the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of this announcement) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Open Offer or otherwise makes it inexpedient or inadvisable to proceed with the Open Offer; or
any adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which in the reasonable opinion of the Underwriter is likely to materially or adversely affect the success of the Open Offer or otherwise makes it inexpedient or inadvisable to proceed with the Open Offer; or
there is any change in the circumstances of the Company or any member of the Group which in the reasonable opinion of the Underwriter will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or

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any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or
any other material adverse change in relation to the business or the financial or trading position or prospects of the Group as a whole whether or not ejusdem generis with any of the foregoing; or
any matter which, had it arisen or been discovered immediately before the date of the Prospectus and not having been disclosed in the Prospectus, would have constituted, in the reasonable opinion of the Underwriter, a material omission in the context of the Open Offer; or
any suspension in the trading of securities generally or the Company's securities on the Stock Exchange for a period of more than ten consecutive Business Days, excluding any suspension in connection with the clearance of this announcement or the Prospectus Documents or other announcements in connection with the Open Offer,

the Underwriter shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate this Agreement.

The Underwriting Agreement further contains provisions that the Underwriter may terminate its commitment under the Underwriting Agreement if prior to the Latest Time for Termination, there is:

any material breach of any of the representations, warranties or undertakings under the Underwriting Agreement comes to the knowledge of the Underwriter; or
any Specified Event comes to the knowledge of the Underwriter.

CONNECTED TRANSACTIONS IN RELATION TO THE UNDERWRITING AGREEMENT AND SET OFF OF THE SHAREHOLDER'S LOANS

Landmark Worldwide is an investment holding company incorporated in the British Virgin Islands with limited liability, the issued share capital of which is beneficially owned as to 25% by each of Mr. Wong Ah Yu, an executive Director, Mr. Wang, a non-executive Director, Mr. Wong Ah Yeung and Mr. Wang Ya Hua, all of whom are brothers.

- 17 -

In view of the above and in order to ensure the Group has sufficient liquidity to meet its short-term working capital needs, Mr. Wang, as the lender, and the Company, as the borrower, entered into the Loan Agreements pursuant to which Mr. Wang agreed to advance the Shareholder's Loans in the total principal amount of HK$45 million (as to HK$17 million for the First Shareholder's Loan, HK$17 million for the Second Shareholder's Loan and HK$11 million for the Third Shareholder's Loan) to the Company. As at the date of this announcement, the Company is indebted to Mr. Wang the Shareholder's Loans in the total amount of approximately HK$45 million under the Loan Agreements. The Shareholder's Loans are unsecured, bearing an interest at 2% per annum and with a term of one year. The maturity dates of the First Shareholder's Loan, the Second Shareholder's Loan and the Third Shareholder's Loan shall fall on 9 June 2021, 1 July 2021 and 12 July 2021 respectively.

Assuming there is no change in the number of issued Shares from the date of this announcement up to and including the date of close of the Open Offer, (i) the minimum amount of the Shareholder's Loans to be Set Off will be approximately HK$11.6 million (assuming (a) no Qualifying Shareholders take up any of his/her/its entitlements under the Open Offer except for Landmark Worldwide pursuant to the Landmark Undertaking; and (b) all the Unsubscribed Shares were placed to Independent Third Parties under the Unsubscribed Arrangements); and (ii) the maximum amount of the Shareholder's Loans to be Set Off will be approximately HK$45 million (assuming (a) no Qualifying Shareholders take up any of his/her/its entitlements under the Open Offer except for Landmark Worldwide pursuant to the Landmark Undertakings; and (b) no Independent Third Parties took up the Unsubscribed Shares such that all the Unsubscribed Shares were taken up by Landmark Worldwide) respectively.

The completion of the Set Off is subject to the same conditions of the Open Offer. Completion of the Set Off shall take place simultaneously with the issue of the Offer Shares by the Company pursuant to the terms of the Open Offer.

- 18 -

Reason for the Set Off

The Directors consider that the Set Off will enable the Group to repay part or whole of the Shareholder's Loans without cash outflow and will allow the Group to reduce its gearing level. The Directors accordingly consider that the Set Off is in the interests of the Company and the Shareholders as a whole.

Implications under Listing Rules

Since Landmark Worldwide and parties acting in concert with it are a group of controlling shareholders, the Set Off and the Underwriting Agreement constitutes connected transactions on the part of the Company under Chapter 14A of the Listing Rules and requires the approval of the Independent Shareholders.

Expected timetable

The expected timetable for the Open Offer set out below is indicative only and has been prepared on the assumption that the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal will be approved by the Independent Shareholders at the EGM. The expected timetable is subject to change, and any such change will be announced in a separate announcement by the Company as and when appropriate.

Event

Time and Date

2020

Despatch date of the Company's circular,

proxy form and notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 23 September

Latest time for lodging transfer of Shares in order

to qualify for attendance and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 8 October

Company closed for EGM (both days inclusive) . . . . . . . . . . . . . . . . . . Friday, 9 October to Wednesday, 14 October

Latest time for lodging proxy forms for the EGM . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Monday, 12 October

- 19 -

Record date for determining attendance and

voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 14 October

EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Wednesday, 14 October

Announcement of results of EGM to be

published on the Stock Exchange website . . . . . . . . . . . . . . . . . . . . Wednesday, 14 October

Last day of dealings in Shares on a cum-entitlement basis . . . . . . . . . . Thursday, 15 October

First day of dealings in Shares on an ex-entitlement basis . . . . . . . . . . . . Friday, 16 October

Latest Lodging Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 19 October

Open Offer (both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 20 October to Friday, 23 October

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 23 October

Despatch of the Prospectus Documents (in case of the Prohibited Shareholders,

the Prospectus only) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 27 October

Latest Time for Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 10 November

Announcement of the number of the Unsubscribed
Shares subject to the Unsubscribed Arrangements . . . . . . . . . .	Wednesday, 11	November
Commencement of placing of the Unsubscribed
Shares subject to the Unsubscribed Arrangements . . . . . . . . . . .	. Thursday, 12	November
Placing End Date for placing the Unsubscribed Shares . . . . . . . . .	. . . . . . . . . . . 4:00 p.m. on
	Friday, 13	November

- 20 -

Latest Time for Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . 4:00 p.m. on
	Monday, 16 November

Announcement of results of acceptance of the Offer

Shares to be published on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . On or before Tuesday, 17 November

Despatch of share certificates and refund cheques

(if applicable) for Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . On or before Wednesday, 18 November

Dealings in Offer Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 19 November

All times stated above refer to Hong Kong times.

REASONS FOR THE OPEN OFFER AND USE OF PROCEEDS

The Group is a "one-stop" manufacturing solution provider of casings for notebooks and other accessories.

As disclosed in the interim results announcement of the Company for the six months ended 30 June 2020, the PC manufacturing sector has been adversely affected since the beginning of 2020 primarily due to the outbreak of the COVID-19 pandemic. The quarantine measures have disrupted the logistics chain of the Group and the disruptions have also caused negative impact to the working capital of the Group. The Group recorded total revenue of approximately HK$188.0 million for the six months ended 30 June 2020, representing a decrease of approximately 25.7% from approximately HK$253.1 million for the same period last year. The decrease in total revenue was mainly attributable to the disruption of the Group's operation resulted from COVID-19 pandemic and the presisting fierce competition environment created pressure of the Group's pricing of the products. The Group also recorded a net loss for the period attributable to equity holders of the Company of approximately HK$31.4 million for the six months ended 30 June 2020 as compared with net loss for the period attributable to equity holders of the Company of approximately HK$9.4 million for the same period last year. In light of the financial performance of the Group for the six months ended 30 June 2020 and the uncertain impact of COVID-19 pandemic on the business of the Group in the foreseeable future, the Board considers that it is vital for the Group to have access to additional funding and working capital in order to maintain its competitiveness in the market.

- 21 -

As at 30 June 2020, the Group had cash and bank balances of approximately HK$13.1 million. On the other hand, as at 30 June 2020, the total interest-bearing bank borrowings of the Group repayable within one year were approximately HK$244.7 million.

The gross proceeds from the Open Offer are expected to be approximately HK$61.5 million. The net proceeds from the Open Offer after deducting related expenses after the Set Off of the Shareholder's Loans of approximately HK$45 million are estimated to be approximately HK$13 million. The net Subscription Price per Offer Share is expected to be approximately HK$0.306.

The Company intends to apply the net proceeds from the Open Offer of approximately HK$13 million as follows: as to (i) approximately HK$4.5 million for settling the legal and professional fees of the Group; (ii) approximately HK$3.5 million for staff costs of the Group; (iii) approximately HK$3.5 million for payment to the Group's suppliers; and (iv) approximately HK$1.5 million as general working capital of the Group.

The Company has considered (i) placing of new shares; (ii) debt financing; (iii) disposal of assets as fund raising alternatives in comparison to the Open Offer. However, the placing would only be available to certain placees and debt financing would result in additional finance costs and increase the Group's liabilities burden. The Board also considered that debt financing cannot address the high gearing ratio of the Group, and the disposal of assets is not a viable solution to the Group due to the absences of liquid and valuable assets that can generate significant cashflow to improve the financial position of the Group within short time interval. On the other hand, the Board considered that the fundraising by way of the Open Offer will improve the financial position of the Group immediately.

The Board has considered rights issue to be an alternative option for fund raising before resolving to the Open Offer, due to the flexibility of the Shareholders being able to sell their entitled nil-paid rights when they do not wish to take up the entitlements. However, conducting a rights issue would incur a higher cost and additional time will be needed as compare to conduct the Open Offer, which is due to the printing, posting, processing of trading arrangements, as well as to administer the trading of the nil-paid right.

- 22 -

The Open Offer is an offer to existing Shareholders to participate in the enlargement of the capital base of the Company and enables the Shareholders to maintain their proportionate interests in the Company and continue to participate in development of the Company in the future should they wish to do so. However, those Shareholders who do not participate in the Offer Shares to which they are entitled should note that their shareholding interest in the Company will be diluted. Since the Open Offer provide a fair and equal opportunity to the Shareholders to maintain their proportionate shareholdings interest in the Company, therefore to conduct the Open Offer is more cost effective and efficient and beneficial to the Company and the Shareholders, even without allowing the Shareholders to trade their nil-paid rights as in a rights issue.

The Board has considered that the potential dilution impact on the shareholding interests of the Qualifying Shareholders, which may only happen when the Qualifying Shareholders do not subscribe for their pro-rata Offer Shares, to be acceptable. Having taken into account the terms and conditions of the Open Offer, the Directors (excluding (i) Mr. Wong Ah Yu and Mr. Wang, each of whom are beneficially holding 25% of the issued shares in Landmark Worldwide and/or parties acting in concert with it; and (ii) the independent non-executive Directors who will give their view after taking into consideration of the advice of the Independent Financial Adviser) consider that the Open Offer is fair and reasonable and in the interests of the Company and the Shareholders as a whole. In addition, the Company is aware that any fund raising activities by way of issuing securities of the Company will cause potential dilution impact to the shareholding of the existing Shareholders. However, the Open Offer would allow the Company to strengthen its capital base and provide an opportunity to all Shareholders (other than the Prohibited Shareholders) to participate in the growth of the Company in proportion to their shareholdings.

Having considered the above factors, including but not limited to the current financial position of the Group and the maturity dates of the Shareholder's Loans, and taking into account the benefits and cost of the alternative fund raising methods, the Directors (excluding

Mr. Wong Ah Yu and Mr. Wang, each of whom are beneficially holding 25% of the issued shares in Landmark Worldwide and/or parties acting in concert with it; and (ii) the independent non-executive Directors who will give their view after taking into consideration of the advice of the Independent Financial Adviser) therefore considers that the Open Offer is an appropriate method to raise the necessary funding for the Company which will allow the Shareholders to have the right to participate in the new share issue to maintain their pro rata shareholdings interest in the Company should they wish to do so and is also in the interest of the Company and Shareholders as a whole.

- 23 -

EFFECTS ON SHAREHOLDING STRUCTURE

The shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the completion of the Open Offer is set out below:

													Immediately after completion
									Immediately after completion	of the Open Offer (assuming
									of the Open Offer (assuming	(a) no Qualifying Shareholders
									(a) no Qualifying Shareholders	take up any of his/her/its
									take up any of his/her/its	entitlements under the Open
									entitlements under the Open	Offer except for Landmark
									Offer except for Landmark	Worldwide pursuant to the
									Worldwide pursuant to the	Landmark Undertaking; and
					Immediately after completion		Landmark Undertaking; and	(b) no Independent Third
					of the Open Offer (assuming		(b) all the Unsubscribed	Parties took up the
					all Qualifying Shareholders		Shares were placed to	Unsubscribed Shares such that
					take up all his/her/its		Independent Third Parties	all the Unsubscribed Shares
	As at the date of	entitlements under		under the Unsubscribed	were taken up by Landmark
	this announcement	the Open Offer)		Arrangements)	Worldwide)
			Approx.			Approx.				Approx.			Approx.
	No. of Shares	percentage %	No. of Shares	percentage %		No. of Shares	Percentage %	No. of Shares	Percentage %
Landmark Worldwide	35,712,250		18.88		71,424,500		18.88	71,424,500		18.88		224,827,888		59.44
(Note 1)
E-Growth Resources	7,400,000		3.91		14,800,000		3.91	7,400,000		1.96		7,400,000		1.96
Limited (Note 2)
Mr. Wang (Note 3)	9,653,000		5.10		19,306,000		5.10	9,653,000		2.55		9,653,000		2.55
Mr. Wang Ah Yu (Note 4)	2,411,000		1.28		4,822,000		1.28	2,411,000		0.64		2,411,000		0.64
Mr. Wong Ah Yeung	2,982,500		1.58		5,965,000		1.58	2,982,500		0.79		2,982,500		0.79
(Note 5)
Mr. Wang Ya Hua	2,280,500		1.21		4,561,000		1.21	2,280,500		0.60		2,280,500		0.60
(Note 6)
Landmark Worldwide	60,439,250		31.96		120,878,500		31.96	96,151,500		25.42		249,554,888		65.98
and parties acting in
concert with it
Independent placees	-	-	-	-	153,403,388		40.56		-	-
Public Shareholders:	128,676,388		68.04		257,352,776		68.04		128,676,388		34.02		128,676,388		34.02
Total	189,115,638		100.00		378,231,276		100.00	378,231,276		100.00		378,231,276		100.00

- 24 -

Notes:

Landmark Worldwide is an investment holding company incorporated in the British Virgin Islands with limited liability, the issued share capital of which is beneficially owned as to 25% by each of Mr. Wong Ah Yu, an executive Director, Mr. Wang, a non-executive Director, Mr. Wong Ah Yeung and Mr. Wang Ya Hua. Save for Mr. Wong Ah Yu and Mr. Wang, none of the Directors hold any Shares.
E-GrowthResources Limited is an investment holding company incorporated in the British Virgin Islands with limited liability, the issued share capital of which is wholly and beneficially owned by Mr. Wang. Under the SFO, Mr. Wang is deemed to be interested in 7,400,000 Shares held by E-Growth Resources Limited.
Mr. Wang is the younger brother of Mr. Wong Ah Yeung, Mr. Wong Ah Yu and Mr. Wang Ya Hua.
Mr. Wong Ah Yu is the younger brother of Mr. Wong Ah Yeung and the elder brother of Mr. Wang Ya Hua and Mr. Wang.
Mr. Wong Ah Yeung is the elder brother of Mr. Wong Ah Yu, Mr. Wang Ya Hua and Mr. Wang.
Mr. Wang Ya Hua is the elder brother of Mr. Wang and the younger brother of Mr. Wong Ah Yeung and Mr. Wong Ah Yu.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activity in the past twelve months before the date of this announcement.

APPLICATION FOR WHITEWASH WAIVER

- 25 -

SPECIAL DEAL

As at the date of this announcement, (i) Mr. Wang, who is a non-executive Director and a substantial shareholder, is the beneficial owner of 9,653,000 Shares and is deemed to be interested in 7,400,000 Shares held by E-Growth Resources Limited under the SFO; and (ii) the Company is indebted to Mr. Wang the Shareholder's Loans in the total amount of approximately HK$45 million under the Loan Agreements. The Shareholder's Loans are unsecured, bearing an interest at 2% per annum and with a term of one year.

Assuming there is no change in the number of issued Shares from the date of this announcement up to and including the date of close of the Open Offer, (i) the minimum amount of the Shareholder's Loans to be Set Off will be approximately HK$11.6 million (assuming (a) no Qualifying Shareholders take up any of his/her/its entitlements under the Open Offer except for Landmark Worldwide pursuant to the Landmark Undertaking; and (b) all the Unsubscribed Shares were placed to Independent Third Parties under the Unsubscribed Arrangements); and (ii) the maximum amount of the Shareholder's Loans to be Set Off will be approximately HK$45 million (assuming (a) no Qualifying Shareholders take up any of his/her/its entitlements under the Open Offer except for Landmark Worldwide pursuant to the Landmark Undertaking; and (b) no Independent Third Parties took up the Unsubscribed Shares such that all the Unsubscribed Shares were taken up by Landmark Worldwide) respectively.

- 26 -

DEALINGS AND INTEREST IN THE SECURITIES OF THE COMPANY

Save for the abovementioned under section headed "Special Deal", as at the date of this announcement, neither Landmark Worldwide nor any parties acting in concert with it:

save for the Shares as set out in the section headed "Effects on Shareholding Structure", owns, controls or has direction over any Shares and right over Shares, outstanding share options, warrants, or any securities that are convertible into Shares or any derivatives in respect of securities in the Company, or hold any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company;
has received any irrevocable commitment to vote for or against the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and/or the Special Deal;
has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company;
save for the Landmark Undertaking given by Landmark Worldwide, details of which as set out in the section headed "The Landmark Undertaking" of this announcement, there are no arrangements referred to in Note 8 to Rule 22 of the Takeovers Code (whether by way of option, indemnity or otherwise) in relation to the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company, which might be material to the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and/or the Special Deal, with any other persons;

- 27 -

save for the Underwriting Agreement and save that the Open Offer is conditional upon obtaining of the Whitewash Waiver by Landmark Worldwide as set out in "Conditions of the Open Offer" of this announcement, has any agreement or arrangement to which it is a party which relates to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and/or the Special Deal;
has dealt in any securities of the Company in the 6-month period preceding the date of this announcement; or
has entered into any derivative in respect of the securities in the Company which are outstanding.

As at the date of this announcement:

the Company believes that the Open Offer, the Set off, the Underwriting Agreement, the Special Deal and the transactions contemplated thereunder and the Whitewash Waiver would not give rise to any concerns in relation to compliance with other applicable rules or regulations (including the Listing Rules). If a concern should arise after the release of this announcement, the Company will endeavour to resolve the matter to the satisfaction of the relevant authority as soon as possible but in any event before the despatch of the whitewash circular. The Company notes that the Executive may not grant the Whitewash Waiver if the Open Offer, the Set off, the Underwriting Agreement, the Special Deal and the transactions contemplated thereunder do not comply with other applicable rules and regulations;
apart from the Offer Shares to be subscribed and underwritten by Landmark Worldwide and the Set Off, the Company has not paid and will not pay any other consideration, compensation or benefit in whatever form to Landmark Worldwide and any parties acting in concert with it in connection with the Open Offer and the Underwriting Agreement;
apart from the Underwriting Agreement and the Landmark Undertaking, there is no other understanding, arrangement or special deal between the Group on the one hand, and Landmark Worldwide and any parties acting in concert with it on the other hand; and
there is no understanding, arrangement or agreement or special deal between (i) any Shareholders; and (ii) Landmark Worldwide and any parties acting in concert with it; or the Company, its subsidiaries or associated companies.

- 28 -

LISTING RULES IMPLICATIONS

In accordance with Rule 7.24A(1) of the Listing Rules, as the Offer Shares are not issued pursuant to the general mandate of the Company, the Open Offer must be made conditional on minority Shareholders' approval at the EGM and, pursuant to Rule 7.27A(1) of the Listing Rules, any controlling shareholders and their associates, or where there is no controlling shareholders, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution(s) in relation to the Open Offer.

GENERAL

An Independent Board Committee, comprising all independent non-executive Directors in compliance with Rule 2.8 of the Takeovers Code, will be established to advise the Independent Shareholders as to whether the terms of the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal are fair and reasonable and whether the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal are in the interests of the Company and the Independent Shareholders as a whole, and to advise the Independent Shareholders on how to vote, taking into account the recommendations of the Independent Financial Adviser.

An Independent Financial Adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal are fair and reasonable and whether the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and the Special Deal are in the interests of the Independent Shareholders as a whole, and to advise the Independent Shareholders on how to vote.

The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver, the Special Deal and the transactions contemplated thereunder. Landmark Worldwide and parties acting in concert with it and any Shareholders who are involved in or interested in the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and/or the Special Deal and those Shareholders who have a material interest in the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and/or the Special Deal different from other Shareholders, including but not limited to those Directors who have a personal interest in the Shares (namely, Mr. Wong Ah Yu and Mr. Wang) shall abstain from voting on the resolutions to approve the Open Offer, the Set Off, the Underwriting Agreement, the Whitewash Waiver and/or the Special Deal at the EGM.

- 29 -

The Prospectus Documents setting out details of the Open Offer will be despatched to the Qualifying Shareholders as soon as practicable, subject to the conditions of the Open Offer being satisfied.

WARNING OF THE RISK OF DEALINGS IN THE SHARES

Shareholders and potential investors should exercise extreme caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"acting in concert"	has the meaning ascribed thereto in the Takeovers Code
"Application Form(s)"	the form(s) of application to be issued to the Qualifying
	Shareholders to apply for the Offer Shares for their assured
	entitlement under the Open Offer
"associates"	has the meaning ascribed thereto in the Listing Rules
"Board"	the board of Directors
"Business Day"	a day on which the Stock Exchange is open for the
	transaction of business

- 30 -

"CCASS"	the Central Clearing and Settlement System established and
	operated by HKSCC
"ChinaClear"	China Securities Depository and Clearing Corporation
	Limited
"Company"	Tongda Hong Tai Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability
	and the issued Shares of which are listed on the Stock
	Exchange (stock code: 2363)
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"CWUMPO"	the Companies (Winding Up and Miscellaneous Provisions)
	Ordinance (Chapter 32 of the Laws of Hong Kong) (as
	amended from time to time)
"Director(s)"	director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to be
	convened and held to consider and approve the Open Offer,
	the Set Off, the Underwriting Agreement, the Whitewash
	Waiver, the Special Deal and the transactions contemplated
	thereunder
"Executive"	the Executive Director of the Corporate Finance Division of
	the SFC or any of his delegate(s)
"First Loan Agreement"	the loan agreement dated 10 June 2020 and entered into
	between Mr. Wang and the Company in relation to the First
	Shareholder's Loan
"First Shareholder's Loan"	the shareholder's loan in the principal amount of
	HK$17,000,000 advanced by Mr. Wang to the Company at
	the interest rate of 2% per annum for the period from 10
	June 2020 to 9 June 2021 pursuant to the First Loan
	Agreement
"Group"	the Company and its subsidiaries

- 31 -

"HKSCC"	Hong Kong Securities Clearing Company Limited
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Independent Board	an independent board committee of the Company,
Committee"	comprising all independent non-executive Directors, which
	will be established by the Board for the purpose of advising
	the Independent Shareholders on the Open Offer, the
	Underwriting Agreement, the Whitewash Waiver and the
	Special Deal and as to voting
"Independent Financial	the independent financial adviser to be appointed by the
Adviser"	Company to advise the Independent Board Committee and
	the Independent Shareholders on the Open Offer, the
	Underwriting Agreement, the Whitewash Waiver and the
	Special Deal and as to voting
"Independent Shareholders"	Shareholders other than (i) Landmark Worldwide and the
	parties acting in concert with it; (ii) any Shareholders who
	are involved in or interested in the Open Offer, the Set Off,
	the Underwriting Agreement, the Whitewash Waiver and/or
	the Special Deal; and (iii) those Shareholders who have a
	material interest in the Open Offer, the Set Off, the
	Underwriting Agreement, the Whitewash Waiver and/or the
	Special Deal different from other Shareholders, including
	but not limited to those Directors who have a personal
	interest in the Shares (namely, Mr. Wong Ah Yu and Mr.
	Wang), who shall be required under the Listing Rules and/or
	the Takeovers Code to abstain from voting on the resolutions
	to approve the Open Offer, the Set Off, the Underwriting
	Agreement, the Whitewash Waiver and the Special Deal at
	the EGM
"Independent Third Parties"	person(s) who is/are independent of and not connected with
	the directors, chief executive and substantial shareholders of
	the Company or any of its subsidiaries, or any of their
	respective associates

- 32 -

"Landmark Undertaking"	the irrevocable undertaking given by Landmark Worldwide
	in favour of the Company pursuant to the Underwriting
	Agreement
"Landmark Worldwide" or	Landmark Worldwide Holdings Limited, a company
"Underwriter"	incorporated in the British Virgin Islands with limited
	liability, being a substantial shareholder and the underwriter
	to the Open Offer pursuant to the Underwriting Agreement
"Latest Lodging Time"	4:30 p.m. on 19 October 2020 or such other date and/or time
	as the Underwriter and the Company may agree as the latest
	time for lodging transfer of Shares in order to qualify for the
	Open Offer
"Latest Time for Acceptance"	4:00 p.m. on 10 November 2020 or such other date and/or
	time as the Underwriter and the Company may agree as the
	latest time for acceptance of, and payment for, the Offer
	Shares under the Open Offer
"Latest Time for	4:00 p.m. on 16 November 2020 or such later time as may be
Termination"	agreed between the Company and the Underwriter, being the
	latest time to terminate the Underwriting Agreement
"Listing Committee"	the Listing Committee of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Last Trading Day"	24 August 2020, being the last trading day of the Shares
	immediately prior to the release of this announcement
"Loan Agreements"	collectively, the First Loan Agreement, the Second Loan
	Agreement and the Third Loan Agreement
"Mr. Wang"	Mr. Wang Ya Nan, being a non-executive Director, a
	substantial shareholder and a party acting in concert with
	Landmark Worldwide

- 33 -

"No Action Shareholders"	Qualifying Shareholders who do not subscribe for the
	Offer Shares (whether partially or fully) in their assured
	entitlements, or Prohibited Shareholders (as the case may
	be)
"Offer Share(s)"	189,115,638 new Shares, proposed to be offered to the
	Qualifying Shareholders for subscription on the terms and
	subject to the conditions set out in the Underwriting
	Agreement and in the Prospectus
"Open Offer"	the proposed issue of the Offer Shares by way of open offer
	at the Subscription Price to be made by the Company to the
	Qualifying Shareholders on the basis of one Offer Share for
	every one Share held on the Record Date in accordance with
	the terms and conditions set out in the Underwriting
	Agreement and the Prospectus Documents
"Overseas Letter"	a letter from the Company to the Prohibited Shareholders
	explaining the circumstances in which the Prohibited
	Shareholders are not permitted to participate in the Open
	Offer
"Overseas Shareholders(s)"	the Shareholders with registered addresses on the register of
	members of the Company which are outside Hong Kong on
	the Record Date
"Placing Agent"	Sinomax Securities Limited, a corporation licensed to carry
	on type 1 (dealing in securities), type 4 (advising on
	securities) and type 9 (asset management) regulated
	activities under the SFO
"Placing Agreement"	the placing agreement dated 24 August 2020 and entered
	into between the Company and the Placing Agent in respect
	of the Unsubscribed Arrangements, pursuant to which the
	Placing Agent has agreed to procure placees on a best effort
	basis to subscribe for the Unsubscribed Shares
"Placing End Date"	13 November 2020, or such other date as may be agreed
	between the Company and the Placing Agent as the latest
	date for acceptance of, and payment for, the Unsubscribed
	Shares under the Placing Agreement

- 34 -

"Placing Period"	the period from 12 November 2020 up to 4:00 p.m. on 13
	November 2020, or such other dates as the Company may
	announce, being the period during which the Placing Agent
	will seek to effect the Unsubscribed Arrangements
"Placing Price"	the placing price of HK$0.325 per Unsubscribed Share
"PRC"	the People's Republic of China, which for the purpose of
	this announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"PRC Southbound Trading	the PRC investors who hold the shares of Hong Kong listed
Investors"	companies through ChinaClear as nominee under the
	Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong
	Kong Stock Connect
"Prohibited Shareholders"	those Overseas Shareholder(s) to whom the Board, after
	making enquires, considers it necessary or expedient on
	account either of legal restrictions under the laws of the
	relevant place or the requirements of the relevant regulatory
	body or stock exchange in that place not to offer the Offer
	Shares to them
"Prospectus"	the prospectus to be issued by the Company in relation to the
	Open Offer
"Prospectus Documents"	the Prospectus and the Application Form to be used by the
	Qualifying Shareholders to apply for the Offer Shares
"Prospectus Posting Date"	27 October 2020 or such other date as may be agreed in
	writing between the Company and the Underwriter for the
	despatch of the Prospectus Documents
"Qualifying Shareholder(s)"	the Shareholder(s), other than the Prohibited
	Shareholder(s), whose name(s) appear(s) on the register of
	members of the Company on the Record Date
"Record Date"	23 October 2020 or such other date as may be agreed
	between the Company and the Underwriter, being the date
	by reference to which entitlements to the Open Offer are to
	be determined

- 35 -

"Registrar"	Union Registrars Limited of Suites 3301-04, 33/F, Two
	Chinachem Exchange Square, 338 King's Road, North
	Point, Hong Kong, being the Company's branch share
	registrar and transfer office in Hong Kong
"Second Loan Agreement"	the loan agreement dated 2 July 2020 and entered into
	between Mr. Wang and the Company in relation to the
	Second Shareholder's Loan
"Second Shareholder's Loan"	the shareholder's loan in the principal amount of
	HK$17,000,000 advanced by Mr. Wang to the Company at
	the interest rate of 2% per annum for the period from 2 July
	2020 to 1 July 2021 pursuant to the Second Loan Agreement
"Set Off"	the set off of the Subscription Price against the
	Shareholder's Loans for the Offer Shares to which
	Landmark Worldwide and its associates are entitled under
	the Open Offer and the Underwritten Shares
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Law of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.01 each in the issued share
	capital of the Company
"Shareholder(s)	the holder(s) of the issued Share(s)
"Shareholder's Loans"	collectively, the First Shareholder's Loan, the Second
	Shareholder's Loan and the Third Shareholder's Loan
"Special Deal"	the Set Off of the Subscription Price against the
	Shareholder's Loans for the Offer Shares to which
	Landmark Worldwide and its associates are entitled under
	the Open Offer and the Underwritten Shares constitutes a
	special deal under Note 5 to Rule 25 of the Takeovers Code

- 36 -

"Specified Event"	an event occurring or matter arising on or after the date of
	the Underwriting Agreement and prior to the Latest Time for
	Termination which if it had occurred or arisen before the
	date of the Underwriting Agreement would have rendered
	any of the warranties contained in the Underwriting
	Agreement untrue or incorrect in any material respect
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscription Price"	the subscription price of HK$0.325 per Offer Share
"substantial shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"Third Loan Agreement"	the loan agreement dated 13 July 2020 and entered into
	between Mr. Wang and the Company in relation to the Third
	Shareholder's Loan
"Third Shareholder's Loan"	the shareholder's loan in the principal amount of
	HK$11,000,000 advanced by Mr. Wang to the Company at
	the interest rate of 2% per annum for the period from 13 July
	2020 to 12 July 2021 pursuant to the Third Loan Agreement
"Underwriting Agreement"	the underwriting agreement dated 24 August 2020 and
	entered into between the Company and the Underwriter in
	relation to the Open Offer
"Underwritten Shares"	the total number of Offer Shares which Shareholders are
	entitled pursuant to the Open Offer less the Offer Shares
	which Landmark Worldwide has undertaken to subscribe
	under the Landmark Undertaking in accordance with the
	Underwriting Agreement
"Unsubscribed	arrangements to place the Unsubscribed Shares by the
Arrangements"	Placing Agent on a best effort basis to investors who (or as
	the case maybe, their ultimate beneficial owner(s)) are not
	Shareholders and are otherwise Independent Third Parties
	pursuant to Rule 7.26A(1)(b) of the Listing Rules

- 37 -

"Unsubscribed Share(s)"	Offer Shares that are not subscribed by the Qualifying
	Shareholders and Offer Shares which would otherwise have
	been allotted to the Prohibited Shareholders (as the case
	may be)
"Untaken Offer Shares"	all such Unsubscribed Shares that have not been placed by
	the Placing Agent or they have been placed but the placees
	have not paid therefore at 4:00 p.m. on the Placing End Date
"Whitewash Waiver"	a waiver in respect of the obligation of Landmark
	Worldwide to make a mandatory general offer to the
	Shareholders in respect of the Shares not already owned or
	agreed to be acquired by Landmark Worldwide and the
	parties acting in concert with it as a result of the
	underwriting of the Offer Shares in accordance with Note 1
	on dispensations from Rule 26 of the Takeovers Code
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"%"	per cent.
	By order of the Board
	Tongda Hong Tai Holdings Limited
	Wang Ya Nan
	Chairman
Hong Kong, 24 August 2020

As at the date of this announcement, the executive Directors are Mr. Wong Ming Li, Mr. Wong Ah Yu and Mr. Wang Ming Zhi; the non-executive Director is Mr. Wang Ya Nan; and the independent non-executive Directors are Ms. Leung Pik Kwan, Mr. Sun Wai Hong and Mr. Wu Kin San Alfred.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

- 38 -

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Tongda Hong Tai Holdings Ltd. published this content on 24 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 August 2020 16:37:33 UTC

Market Closed - Hong Kong S.E. Other stock markets 01:38:22 10/05/2024 pm IST			5-day change	1st Jan Change
0.55 ^HKD	0.00%		0.00%	-11.29%

08/05	Tongda Hong Tai Receives Valid Application for 65 Million Rights Shares; Places Remaining Shares to 6 Investors	MT
03/04	Tongda Hong Tai Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	CI

Tongda Hong Tai Receives Valid Application for 65 Million Rights Shares; Places Remaining Shares to 6 Investors	08/05	MT
Tongda Hong Tai Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	03/04	CI
Tongda Hong Tai Expects to Slash Losses in 2023	21/03	MT
Tongda Hong Tai Holdings Limited Provides Consolidated Earnings Guidance for the Year Ended 31 December 2023	20/03	CI
Tongda Hong Tai Plans Share Consolidation, Rights Issue; Shares Surge 10%	15/01	MT
Tongda Hong Tai Holdings Limited Announces Change of Directors and Change in Composition of Board Committees	01/12	CI
Tongda Hong Tai Chairman Steps Down	29/23/29	MT
Tongda Hong Tai Holdings Limited Announces Executive Changes	29/23/29	CI
Tongda Hong Tai Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2023	31/23/31	CI
Tongda Hong Tai's Loss to Widen in H1	15/23/15	MT
Tongda Hong Tai Holdings Limited Provides Consolidated Earnings Guidance for the Six Months Ended 30 June 2023	14/23/14	CI
Tongda Hong Tai to Raise HK$95.3 Million from Rights Issue	08/23/08	MT
Tongda Hong Tai Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2022	31/23/31	CI
Tongda Hong Tai Holdings Limited Announces Executive Changes	02/22/02	CI
Tongda Hong Tai Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2022	26/22/26	CI
Tongda Hong Tai Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2021	21/22/21	CI
Tongda Hong Tai Says Nearly 240 Million Shares Untaken in Private Placement	22/22/22	MT
Tongda Hong Tai Says Over 214 Million Shares Taken in Undersubscribed Rights Issue	15/22/15	MT
Tongda Hong Tai Raising $8 Million to Boost Capital amid Surge in Raw Materials Prices; Shares Fall 5%	24/21/24	MT
Tongda Hong Tai Holdings Limited Announces Change of Company Secretary	08/21/08	CI
Tongda Hong Tai Holdings Limited Announces Unaudited Consolidated Earnings Results for the Six Months Ended June 30, 2021	25/21/25	CI
Tongda Hong Tai Holdings Limited Provides Unaudited Earnings Guidance for the Six Months Ended June 30, 2021	13/21/13	CI
Tongda Hong Tai : Raises Nearly $2 Million from Private Placement	04/21/04	MT
Tongda Hong Tai : Seeks Nearly $2 Million from Private Placement; Shares Jump 3%	12/21/12	MT
Tongda Hong Tai : Losses More than Double in 2020	05/21/05	MT

	1st Jan change	Capi.
TONGDA HONG TAI HOLDINGS LIMITED	-11.29%	14.37M
WACOM CO., LTD.	+8.07%	662M
READBOY EDUCATION HOLDING COMPANY LIMITED	-5.46%	311M
TWINHEAD INTERNATIONAL CORP.	-26.87%	79.26M

Tongda Hong Tai Holdings Limited

Equities

2363

KYG8919C1252

Computer Hardware

Tongda Hong Tai : (I) PROPOSED OPEN OFFER ON THE BASIS OF ONE OFFER SHARE FOR EVERY ONE SHARE HELD ON THE RECORD DATE; (II) CONNECTED TRANSACTIONS IN RELATION TO THE UNDERWRITING AGREEMENT AND SET OFF OF SHAREHOLDER'S LOANS; AND (III) APPLICATION FOR WHITEWASH WAIVER AND CONSENT FOR SPECIAL DEAL

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