Artgo : Announcements and Notices -

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 securities of the Company.

ARTGO HOLDINGS LIMITED

雅 高 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3313)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Financial Adviser

Euto Capital Partners Limited

Placing Agent

Sun Securities Limited

THE PLACING

On 1 July 2017, 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 191,133,400 Placing Shares at the Placing Price of HK$1.00 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 the completion of the Placing, the maximum number of Placing Shares under the Placing represents (i) approximately 10.00% of the existing issue share capital of the Company of 1,911,334,000 Shares as at the date of this announcement; and (ii) approximately 9.09% 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$1,911,334.

The Placing Price of HK$1.00 per Placing Share represents (i) a premium of approximately 1.01% over the closing price of HK$0.99 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a premium of approximately 2.88% over the average closing price of HK$0.972 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$191.13 million and approximately HK$188.18 million, respectively. The net proceeds from the Placing are intended to be used for financing any potential investment opportunities of the Group that may arise from time to time. The net price per Placing Share is approximately HK$0.98.

Shareholders and potential investors should note that completion of the Placing is subject to fulfillment of the conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

THE PLACING AGREEMENT

Date

1 July 2017

Issuer

The Company

Placing Agent

Sun Securities Limited

The Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 191,133,400 Placing Shares to independent Placees. To the best of Directors' knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Placees

The Placing Agent will, on a best effort basis, place the Placing Shares either by itself or through its sub-placing agents to not less than six Placees (who are independent professional, institutional or other investors), 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 the completion of the Placing, the maximum number of 191,133,400 Placing Shares under the Placing represents (i) approximately 10.00% of the

existing issue share capital of the Company of 1,911,334,000 Shares as at the date of this announcement; and (ii) approximately 9.09% 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$1,911,334.

Ranking of Placing Shares

The Placing Shares under the Placing will rank, upon issue, pari passu in all respects with the Shares in issue at the time of issue of the Placing Shares.

Placing Price

The Placing Price of HK$1.00 per Placing Share represents (i) a premium of approximately 1.01% over the closing price of HK$0.99 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a premium of approximately 2.88% over the average closing price of HK$0.972 per Share in the last five trading days immediately prior to the date of the Placing Agreement. The Placing Price of the Placing was determined with reference to the prevailing market prices of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors (including the independent non-executive Directors) consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

Placing Commission

The placing commission to be received by the Placing Agent pursuant to the Placing Agreement is 1.50% of the aggregate Placing Price (being HK$1.00) of the Placing Shares (being the maximum number of 191,133,400 Shares).

General Mandate to allot and issue the Placing Shares

The Placing Shares will be issued under the General Mandate. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders. Under the General Mandate, the Company is authorised to issue up to 382,266,800 Shares. As at the date of this announcement, no Share has been issued under the General Mandate.

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

The Placing is conditional upon the following conditions being fulfilled or waived (as appropriate):

1. the Listing Committee of the Stock Exchange granting a listing of, and permission to deal in, the Placing Shares;

2. all necessary consents, approvals, authorisations and/or waivers having been obtained by the Company to effect the execution, completion and performance of the obligations and other terms of the Placing Agreement; and

3. the Placing Agent having received from the Company certified board resolutions approving the Placing and the entering into of the Placing Agreement.

   In the event the aforesaid conditions are not fulfilled by 21 July 2017 (or such later date as may be agreed by the Placing Agent and the Company in writing) all rights, obligations and liabilities of the parties hereunder in relation to the Placing shall cease and determine and none of the parties shall have any claim against any other party in respect of the Placing save for any antecedent breaches.

   Termination of the Placing

   The Placing Agent shall be entitled by notice in writing to the Company at any time prior to the Completion Date to terminate the Placing Agreement upon the occurrence of any of the following events which, in the opinion of the Placing Agent, has or may have a material adverse effect on the business or financial conditions, affairs or prospects of the Group taken as a whole or the success of the Placing or otherwise makes it inappropriate, inadvisable or inexpedient to proceed with the Placing on the terms and in the manner contemplated in the Placing Agreement:

4. there develops, occurs or comes into force:

5. 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 of the Placing Agreement) 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 change in, or which may result in a material change in, political, economic, fiscal, financial, regulatory or stock market conditions in Hong Kong or any other jurisdiction relevant to the Group; or

6. 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; or

7. any material change in conditions of local, national or international securities markets occurs in Hong Kong, the People's Republic of China or the United States of America; or

8. 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; or

9. a change or development occurs involving a prospective change of taxation or exchange control (or the implementation of exchange control) in Hong Kong or any other jurisdiction relevant to the Group; or