Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and Hong Kong Securities Clearing Company Limited ("HKSCC") take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Unless otherwise defined, the capitalised terms used in this announcement shall have the same meanings as those defined in the prospectus dated 27 February 2020 (the "Prospectus") issued by Sunlight Technology Holdings Limited (the "Company").

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

This announcement is not for release, publication, distribution, directly or indirectly in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the Company in the United States or in any other jurisdictions. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended from time to time (the "U.S. Securities Act"). The securities may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer and is not currently intended to be any public offer of securities in the United States.

In connection with the Global Offering, ChaoShang Securities Limited, as stabilising manager (the "Stabilising Manager"), or its affiliates or any person acting for it, for itself and on behalf of the Underwriters, may over-allocate Shares or effect transactions with a view to stabilising or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the Listing Date. However, there is no obligation on the Stabilising Manager, its affiliates or any person acting for it, to conduct any such stabilising action, which, if commenced, will be done at the sole and absolute discretion of the Stabilising Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilising activity is required to be brought to an end on the 30th day after the last date for the lodging of applications under the Hong Kong Public Offering, being Thursday, 2 April 2020. The number of Shares which can be over-allocated will not exceed the number of Shares which may be issued under the Over-allotment Option, namely 37,500,000 Shares, which is 15% of the Shares initially available under the Global Offering. Such stabilisation action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance

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with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the Securities and Futures Ordinance (Chapter 571W of the Laws of Hong Kong). A public announcement will be made on the Stock Exchange's website at www.hkexnews.hkand the Company's website at www.slkj.cnwithin seven days after the expiration of the stabilising period in compliance with the Securities and Futures (Price Stabilizing) Rules. Details of the intended stabilisation and how it will be regulated under the Securities and Futures Ordinance are set forth in the section headed "Structure and Conditions of the Global Offering" of the Prospectus.

Potential investors should be aware that stabilising actions cannot be taken to support the price of the Shares for longer than the stabilisation period which begins on the Listing Date and is expected to expire on the 30th day after the last date for lodging applications under the Hong Kong Public Offering, being Thursday, 2 April 2020. After this date, no further stabilising action may be taken and demand for the Shares and the price of the Shares could fall.

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

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

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Sunlight Technology Holdings Limited

深 藍 科 技 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares

: 250,000,000 Shares (subject to the

Over-allotment Option)

Number of Hong Kong Offer Shares

: 25,000,000 Shares (subject to reallocation)

Number of International Placing Shares

: 225,000,000 Shares (subject to reallocation

and the Over-allotment Option)

Offer Price

: Not more than HK$0.60 per Offer Share

and expected to be not less than HK$0.50

per Offer Share, plus brokerage of 1%,

SFC transaction levy of 0.0027% and

Stock Exchange trading fee of 0.005%

(payable in full on application in Hong

Kong dollars and subject to refund)

Nominal value

:

US$0.0005 per Share

Stock code

:

1950

Sole Sponsor

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Lead Managers

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Application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to (i) the Capitalisation Issue, (ii) the Global Offering, (iii) the exercise of the Over-allotment Option and (iv) the exercise of the options which may be granted under the Share Option Scheme. Assuming that the Global Offering becomes unconditional in all respects at or before 8:00 a.m. in Hong Kong on Thursday, 12 March 2020, it is expected that dealings in the Shares on the Main Board of the Stock Exchange will commence at 9:00 a.m. on Thursday, 12 March 2020.

The Global Offering comprises the Hong Kong Public Offering of initially 25,000,000 Shares (subject to reallocation), representing 10% of the total number of Offer Shares initially available under the Global Offering and the International Placing of initially 225,000,000 Shares (subject to reallocation and the Over-allotment Option), representing 90% of the total number of Offer Shares initially available under the Global Offering. The allocation of the Offer Shares between the Hong Kong Public Offering and the International Placing will be subject to adjustment as described in the section headed "Structure and Conditions of the Global Offering" in the Prospectus.

In particular, the Joint Global Coordinators (for themselves and on behalf of the Underwriters) may reallocate Offer Shares from the International Placing to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In accordance with the Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the maximum total number of Offer Shares that may be available under the Hong Kong Public Offering following such reallocation shall be not more than double the initial allocation to the Hong Kong Public Offering (i.e. 50,000,000 Offer Shares) and the final Offer Price shall be fixed at the low-end of the indicative Offer Price range (i.e. HK$0.50 per Offer Share) stated in the Prospectus. For further details, please refer to the section headed "Structure and Conditions of the Global Offering - Adjustment of Offer Shares Between the International Placing and the Hong Kong Public Offering" in the Prospectus.

In connection with the Global Offering and pursuant to the International Underwriting Agreement, the Company is expected to grant to the International Underwriters the Over-allotment Option exercisable at the sole discretion of the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) exercisable at any time within 30 days from the last day for the lodging of applications under the Hong Kong Public Offering (the last day for the exercise of the Over-allotment Option being Thursday, 2 April 2020), to require the Company to allot and issue up to an aggregate of 37,500,000 additional Offer Shares, representing 15% of the initial size available under the Global Offering, at the same price per Offer Share under the International Placing, to cover, among other things, over-allocation in the International Placing, if any. In the event that the Over-allotment Option is exercised, an announcement will be made by the Company on the Company's website at www.slkj.cnand the website of the Stock Exchange at www. hkexnews.hk.

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

The Offer Price will be not more than HK$0.60 per Offer Share and is currently expected to be not less than HK$0.50 per Offer Share, unless otherwise announced by the Company no later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Applicants under the Hong Kong Public Offering should pay in full, on application, the maximum indicative Offer Price of HK$0.60 per Offer Share plus brokerage of 1.00%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the final Offer Price is lower than HK$0.60 per Offer Share. If the Offer Price as finally determined is less than the maximum Offer Price of HK$0.60 per Offer Share, appropriate refund payments (including the related brokerage, SFC transaction levy and Stock Exchange trading fee attributable to the excess application monies) will be made to applicants without interest.

Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the Application Forms and the designated website www.hkeipo.hkand the IPO App for the HK eIPO White Form service.

Applicants who would like to have the allotted Hong Kong Offer Shares registered in their own names should either (i) complete and sign the WHITE Application Forms or, (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hkor the IPO App (which can be downloaded by searching "IPO App" in App Store or Google Play or downloaded at www.hkeipo.hk/IPOAppor www.tricorglobal.com/ IPOApp) under the HK eIPO White Form service. Applicants who would like to have the allotted Hong Kong Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participants' stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.

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Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours between 9:00 a.m. on Thursday, 27 February 2020 until 12:00 noon on Tuesday, 3 March 2020 from:

  1. any of the following offices of the Hong Kong Underwriters:
    Giraffe Capital Limited 3/F, 8 Wyndham Street Central
    Hong Kong
    ChaoShang Securities Limited Rooms 2206-10,22/F
    China Resources Building
    26 Harbour Road, Wan Chai Hong Kong
    I Win Securities Limited Room 1916, Hong Kong Plaza 188 Connaught Road West Sai Wan, Hong Kong
    Sinomax Securities Limited Room 2705-6,27/F
    Tower One, Lippo Centre
    89 Queensway, Hong Kong
    Zhong Jia Securities Limited Room 9, 8/F, One Island South
    2 Heung Yip Street, Hong Kong
    First Fidelity Capital (International) Limited Room 908-909,9/F
    Great Eagle Centre
    23 Harbour Road, Wan Chai Hong Kong
    All EverGreen Securities Limited Unit 7, 11/F
    Emperor Group Centre
    No. 288 Hennessy Road, Hong Kong

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

District

Branch Name

Address

Hong Kong Island

Causeway Bay Branch

505 Hennessy Road

Causeway Bay

Hong Kong

Kowloon

Tsim Sha Tsui Branch

24-28 Carnarvon Road

Tsim Sha Tsui

Kowloon

New Territories

Tai Po Branch

68-70 Po Heung Street

Tai Po Market

New Territories

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Thursday, 27 February 2020 until 12:00 noon on Tuesday, 3 March 2020 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker, who may have the YELLOW Application Forms and the Prospectus available.

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

Thursday, 27 February 2020 - 9:00 a.m. to 5:00 p.m.

Friday, 28 February 2020 - 9:00 a.m. to 5:00 p.m.

Saturday, 29 February 2020 - 9:00 a.m. to 1:00 p.m.

Monday, 2 March 2020 - 9:00 a.m. to 5:00 p.m.

Tuesday, 3 March 2020 - 9:00 a.m. to 12:00 noon

The application lists will be open from 11:45 a.m. to 12:00 noon on Tuesday, 3 March 2020, the last application day or such later time as described in the section headed "How to Apply for the Hong Kong Offer Shares - 10. Effect of bad weather and/or extreme conditions on the opening of the application lists" in the Prospectus.

Applicants applying by HK eIPO White Form service may submit applications through the HK eIPO White Form Service Provider at www.hkeipo.hkor the IPO App (24 hours daily, except on the last application day) from 9:00 a.m. on Thursday, 27 February 2020 until 11:30 a.m. on Tuesday, 3 March 2020 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Tuesday, 3 March 2020 or such later time as described in the section headed "How to Apply for the Hong Kong Offer Shares - 10. Effect of bad weather and/or extreme conditions on the opening of the application lists" in the Prospectus.

CCASS Participants can input electronic application instructions from 9:00 a.m. on Thursday, 27 February 2020 until 12:00 noon on Tuesday, 3 March 2020. The latest time for inputting your electronic application instructions will be 12:00 noon on Tuesday, 3 March 2020, the last application day or such later time as described in the section headed "How to Apply for the Hong Kong Offer Shares - 10. Effect of bad weather and/or extreme conditions on the opening of the application lists" in the Prospectus.

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

The Company expects to announce the final Offer Price, the level of indication of interest in the International Placing, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on the website of the Company at www.slkj.cnand the website of the Stock Exchange at www.hkexnews.hkon Wednesday, 11 March 2020.

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The results of allocations in the Hong Kong Public Offering and the Hong Kong identity card/ passport/Hong Kong business registration numbers of successful applicants (where applicable) under the Hong Kong Public Offering will be made available through a variety of channels from Wednesday, 11 March 2020 as described in the section headed "How to Apply for the Hong Kong Offer Shares - 11. Publication of results" in the Prospectus.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$0.60 per Offer Share (excluding brokerage, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with the section headed "Structure and Conditions of the Global Offering - Conditions of the Global Offering" in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and the Stock Exchange trading fee, will be refunded, without interest or the cheque or banker's cashier order will not be cleared. Any refund of the application monies will be made on or before Wednesday, 11 March 2020.

No temporary document of title will be issued in respect of the Offer Shares. No receipt will be issued for sums paid on application. Share certificates will only become valid certificates of title at 8:00 a.m. on Thursday, 12 March 2020 provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms.

Assuming that the Global Offering becomes unconditional in all respects at or before 8:00 a.m. in Hong Kong on Thursday, 12 March 2020, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Thursday, 12 March 2020. The Shares will be traded in board lots of 4,000 Shares each under the stock code 1950.

By order of the Board

Sunlight Technology Holdings Limited

Liu Jing

Chairman and executive Director

Hong Kong, 27 February 2020

As at the date of this announcement, the executive Directors are Ms. LIU Jing, Mr. CHEN Hua, Ms. ZHU Jianqin and Mr. LI Xiangyu, and the independent non-executive Directors are Mr. TIAN Jingyan, Mr. HO Ho Tung Armen and Ms. YU Zhen.

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

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HKEx - Hong Kong Exchanges and Clearing Ltd. published this content on 27 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 February 2020 22:56:16 UTC