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Huge China : RIGHTS ISSUE ON THE BASIS OF TWO (2) RIGHTS SHARES FOR EVERY ONE (1) EXISTING SHARE HELD ON THE RECORD DATE

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09/24/2019 | 05:32am EDT

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this Prospectus or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Cocoon Holdings Limited, you should at once hand the Prospectus Documents to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. The Prospectus Documents should not, however, be distributed, forwarded to or transmitted to, into or from any jurisdiction where to do so might constitute a violation of local securities laws or regulation.

A copy of each of the Prospectus Documents, having attached thereto the documents specified in the paragraph headed "23. Documents Delivered to the Registrar of Companies in Hong Kong" in Appendix III to this Prospectus, have been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of any of the Prospectus Documents.

Dealings in the Rights Shares in their nil-paid and fully-paid forms may be settled through CCASS established and operated by HKSCC and you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from their respective commencement dates of dealings in the Rights Shares on the Stock Exchange or such other dates 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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Prospectus, 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 Prospectus.

Cocoon Holdings Limited

中國天弓控股有限公司

(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)

(Stock Code: 428)

RIGHTS ISSUE ON THE BASIS OF

TWO (2) RIGHTS SHARES FOR EVERY

ONE (1) EXISTING SHARE HELD ON THE RECORD DATE

Financial advisers to the Company

TRINITY CORPORATE FINANCE LIMITED

CORPORATE FINANCE CO., LIMITED

Underwriter of the Rights Issue

Capitalised terms used in this cover shall have the same meanings as defined in this Prospectus.

The Latest Time for Acceptance is 4:00 p.m. on Friday, 11 October 2019. The procedures for acceptance, payment and transfer are set out on pages 14 to 16 of this Prospectus.

It should be noted that the Shares have been dealt in on ex-rights basis from Monday, 16 September 2019. Dealings in the Rights Shares in the nil-paid form will take place from Friday, 27 September 2019 to Tuesday, 8 October 2019 (both days inclusive). If the conditions of the Rights Issue are not fulfilled or the Underwriting Agreement is terminated by the Underwriter, the Rights Issue will not proceed. Any person contemplating dealing in the nil-paid Rights Shares during the period from Friday, 27 September 2019 to Tuesday, 8 October 2019 (both days inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional and/or may not proceed. Any person contemplating dealing in the Shares and/or the Rights Shares in their nil-paid form are recommended to consult his/her/its own professional advisers.

It should be noted that the Underwriting Agreement contains provisions granting the Underwriter the right to terminate the obligations of the Underwriter thereunder on the occurrence of certain events including force majeure. These certain events are set out in the paragraph headed "Termination of the Underwriting Agreement" on pages iv to vi of this Prospectus. If the Underwriting Agreement is terminated by the Underwriter or does not become unconditional, the Rights Issue will not proceed.

25 September 2019

CONTENTS

Pages

Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ii

Termination of the Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

iv

Definitions . . .

. . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Appendix I

-

Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . .

I-1

Appendix II

-

Unaudited pro forma financial information . . . . . . . . . . . . . . . . . . .

II-1

Appendix III

-

General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

III-1

- i -

EXPECTED TIMETABLE

The expected timetable for the Rights Issue set out below is for indicative purposes only and it has been prepared on the assumption that all the conditions of the Rights Issue will be fulfilled. The expected timetable is subject to change, and any changes will be announced in separate announcement(s) by the Company as and when appropriate.

Event

2019

First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . Friday, 27 September

Latest time for splitting nil-paid Rights Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 2 October

Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 8 October

Latest Time for Acceptance of and payment for the

Rights Shares and application and payment for

excess Rights Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 11 October

Latest Time for Termination of the Underwriting Agreement . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 14 October

Announcement of allotment results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 18 October

Despatch of share certificates for fully-paid Rights Shares

and refund cheques (if any). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 21 October

Commencement of dealings in fully-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 22 October

All times and dates stated in this Prospectus refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be published or notified to Shareholders as and when appropriate.

- ii -

EXPECTED TIMETABLE

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND

PAYMENT FOR THE RIGHTS SHARES AND APPLICATION FOR EXCESS RIGHTS

SHARES

All times in this Prospectus refer to Hong Kong time. If there is a "black" rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong on Friday, 11 October 2019, being the Latest Time for Acceptance:

  1. at any time before 12:00 noon and no longer in force after 12:00 noon, the Latest Time for Acceptance will be postponed to 5:00 p.m. on the same business day; or
  2. at any time between 12:00 noon and 4:00 p.m., the Latest Time for Acceptance will be rescheduled to 4:00 p.m. on the next business day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.

Under such circumstances, the dates mentioned in the expected timetable above (including, without limitation, the Latest Time for Termination) may be affected.

Dates or deadlines stated in this Prospectus for events in the timetable are indicative only and may be extended or varied between the Company and the Underwriter. Any changes to the anticipated timetable for the Rights Issue will be announced as and when appropriate.

- iii -

TERMINATION OF THE UNDERWRITING AGREEMENT

Pursuant to the Underwriting Agreement, if, prior to the Latest Time for Termination (provided that for the purposes of the clause in the Underwriting Agreement if the date of the Latest Time for Termination shall be a business day on which a tropical cyclone warning signal no. 8 or above or a black rainstorm warning signal is or remains hoisted in Hong Kong between 9:00 a.m. and 4:00 p.m. on that day, the date of the Latest Time for Termination shall be the next business day on which no tropical cyclone warning signal no. 8 or above or no black rainstorm warning signal is or remains hoisted in Hong Kong between 9:00 a.m. and 4:00 p.m. on that day):

  1. in the absolute opinion of the Underwriter, the success of the Rights Issue 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 absolute opinion of the Underwriter materially and adversely affects 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 Rights Issue; 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 the Underwriting Agreement) 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 absolute opinion of the Underwriter materially and adversely affects 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 Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or
  2. 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 absolute opinion of the Underwriter is likely to materially or adversely affect the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or
  3. any change in the circumstances of the Company or any member of the Group which in the absolute 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

- iv -

TERMINATION OF THE UNDERWRITING AGREEMENT

  1. 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 which would, in the absolute opinion of the Underwriter materially and adversely affects the business or the financial or trading position or prospects of the Group as a whole; or
  2. any matter which, had it arisen or been discovered immediately before the date of the Prospectus and not having been disclosed in this Prospectus, would have constituted, in the absolute opinion of the Underwriter, a material omission in the context of the Rights Issue; or
  3. any suspension in the trading of securities generally or the Company's securities on the Stock Exchange for a period of more than ten (10) consecutive business days, excluding any suspension in connection with the clearance of the Prospectus Documents or other announcements or circulars in connection with the Rights Issue; or
  4. this Prospectus when published contains information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which may in the absolute opinion of the Underwriter be material to the Group as a whole upon completion of the Rights Issue and is likely to affect materially and adversely the success of the Rights Issue,

the Underwriter shall be entitled by notice (the "Termination Notice") in writing to the Company, served prior to the Latest Time for Termination, to terminate the Underwriting Agreement. If, prior to the Latest Time for Termination, the Underwriter serves the Termination Notice to the Company, all the Underwriter's obligations under the Underwriting Agreement shall cease, and the Underwriting Agreement shall be deemed to have been terminated. If, prior to the Latest Time for Termination, any such notice as is referred to above is given by the Underwriter, the obligations of all parties to the Underwriting Agreement under the Underwriting Agreement (save and except certain clauses of the Underwriting Agreement which shall remain in full force and effect and save further that the Company shall pay the fees and expenses specified in the Underwriting Agreement) shall terminate forthwith and no party to the Underwriting Agreement shall have any claim against any other party of the Underwriting Agreement for costs, damages, compensation or otherwise save for any antecedent breaches. For the avoidance of doubt, the Underwriter shall not be entitled to give the Termination Notice or the Rescission Notice (as defined below) at any time after its underwriting obligations have terminated pursuant to the Underwriting Agreement.

- v -

TERMINATION OF THE UNDERWRITING AGREEMENT

The Underwriter shall be entitled by notice (the "Rescission Notice") in writing to rescind the Underwriting Agreement if prior to the Latest Time for Termination:

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

Any such notice shall be served by the Underwriter prior to the Latest Time for Termination.

- vi -

DEFINITIONS

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

"Announcement"

the announcement of the Company dated 18 July 2019 in

relation to, among other things, the Rights Issue

"associate(s)"

has the meaning ascribed to it under the Listing Rules

"Board"

the board of Directors

"business day"

any day (other than a Saturday or Sunday or public holiday

or a day on which a typhoon signal no. 8 or above or black

rainstorm signal is hoisted in Hong Kong between

9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong

Kong are generally open for business throughout their

normal business hours

"CCASS"

the Central Clearing and Settlement System established and

operated by HKSCC

"Circular"

the circular of the Company dated 21 August 2019 in

relation to, among others, the Rights Issue

"Company"

Cocoon Holdings Limited (stock code: 428), a company

incorporated in Cayman Islands with limited liability and

continued in Bermuda with limited liability, the shares of

which are listed on the main board of the Stock Exchange

"Companies (WUMP) Ordinance"

the Companies (Winding Up and Miscellaneous Provisions)

Ordinance, Chapter 32 of the Laws of Hong Kong (as

amended from time to time)

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"controlling shareholder(s)"

has the meaning ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

- 1 -

DEFINITIONS

"EAF(s)"

the excess application form(s) for use by the Qualifying

Shareholders who wish to apply for excess Rights Shares

"Excluded Shareholder(s)"

those Overseas Shareholder(s) to whom the Company

considers it necessary or expedient not to offer the Rights

Shares based on the enquiry made regarding the legal

restrictions under the laws of the relevant place and the

requirements of the relevant regulatory body or stock

exchange

"Extension Letters"

two letters dated 2 August 2019 and 13 August 2019

respectively, which were entered into by the Company and

the Underwriter to mutually extend the relevant dates under

the underwriting agreement dated 18 July 2019 between the

Company and the Underwriter in relation to the

underwriting and certain other arrangements in respect of

the Rights Issue

"GDP"

gross domestic product

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"HKSCC"

the Hong Kong Securities Clearing Company Limited

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

"Independent Shareholder(s)"

the Shareholder(s) other than the controlling shareholder(s)

of the Company and their associate(s) or, where there is no

controlling shareholder of the Company, the Directors

(excluding independent non-executive Directors) and the

chief executive of the Company and their respective

associates

- 2 -

DEFINITIONS

"Independent Third Party(ies)"

third party(ies) who, to the best of the Directors'

knowledge, information and belief having made all

reasonable enquiry, are independent of the Company and its

connected persons

"Irrevocable Undertaking"

the irrevocable undertaking dated 2 July 2019 given by

Mr. Chen in favour of the Company, pursuant to which

Mr. Chen undertakes to subscribe for 50,553,860 Rights

Shares to which Mr. Chen is entitled to under the Rights

Issue in full as at the Record Date

"Last Trading Day"

18 July 2019, being the last trading day of the Shares on

the Stock Exchange prior to the release of the

Announcement

"Latest Practicable Date"

18 September 2019, being the latest practicable date prior

to the printing of this Prospectus for the purpose of

ascertaining certain information for inclusion in this

Prospectus

"Latest Time for Acceptance"

4:00 p.m. on Friday, 11 October 2019 or such later time or

date as may be agreed between the Underwriter and the

Company, being the latest time for acceptance of, and

payment for, the Rights Shares

"Latest Time for Termination"

4:00 p.m. on Monday, 14 October 2019 or such later, time

or date as may be agreed between the Underwriter and the

Company, being the latest time to terminate the

Underwriting Agreement

"Listing Committee"

has the meaning ascribed to it under the Listing Rules

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Macau"

the Macau Special Administrative Region of the PRC

"Mr. Chen"

Mr. Chen Chien Yeh, a substantial shareholder of the

Company

- 3 -

DEFINITIONS

"Overseas Shareholder(s)"

Shareholder(s) whose name(s) appear on the register of

members of the Company at the close of business on the

Record Date and whose address(es) as shown on such

register is/are in a place(s) outside Hong Kong

"PAL(s)"

the provisional allotment letter(s) to be issued to the

Qualifying Shareholders in connection with the Rights

Issue

"PRC" or "China"

the People's Republic of China, for the purpose of this

Prospectus only, excluding Hong Kong, Macau and Taiwan

"Prospectus"

this prospectus

"Prospectus Documents"

the Prospectus, PAL and EAF

"Qualifying Shareholder(s)"

the shareholder(s) whose name(s) appear on the register of

members of the Company at the close of business on the

Record Date, other than the Excluded Shareholders

"Record Date"

Tuesday, 24 September 2019 or such other date as may be

agreed between the Company and the Underwriter for the

determination of the entitlements under the Rights Issue

"Registrar"

the Company's branch share registrar and transfer office in

Hong Kong, which is Computershare Hong Kong Investor

Services Limited of Shops 1712−1716, 17th Floor,

Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong

Kong

"Rights Issue"

the issue of the Rights Shares on the basis of two (2)

Rights Shares for every one (1) existing Share held by the

Qualifying Shareholders on the Record Date, pursuant to

the terms and conditions to be set out in the Underwriting

Agreement and the Prospectus Documents

"Rights Share(s)"

the new Share(s) to be allotted and issued in respect of the

Rights Issue, being 239,817,900 Shares

- 4 -

DEFINITIONS

"RMB"

Renminbi, the lawful currency of the PRC

"SFC" or "Securities and

the Securities and Futures Commission of Hong Kong

Futures Commission"

"SFO"

Securities and Futures Ordinance (Chapter 571 of the laws

of Hong Kong)

"SGM"

the special general meeting of the Company convened on

12 September 2019 during which, among other things, the

Rights Issue and the Underwriting Agreement were

approved by the Independent Shareholders

"Share(s)"

ordinary share(s) of HK$0.10 each in the share capital of

the Company

"Shareholder(s)"

holder(s) of issued Share(s)

"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"

HK$0.28 per Rights Share

"substantial shareholder(s)"

has the meaning as ascribed to this term under the Listing

Rules

"Takeovers Code"

the Hong Kong Code on Takeovers and Mergers

"Underwriter"

China Fund Securities Limited, a licensed corporation to

carry on business in type 1 (dealing in securities) and type

9 (assets management) regulated activities under the SFO

- 5 -

DEFINITIONS

"Underwriting Agreement"

the underwriting agreement dated 18 July 2019 (as

amended and supplemented by the Extension Letters)

entered into between the Company and the Underwriter in

relation to the underwriting and certain other arrangements

in respect of the Rights Issue

"Underwritten Share(s)"

the number of Rights Shares to be underwritten by the

Underwriter, being in maximum up to the total number of

the Rights Shares

"Untaken Shares"

all those Underwritten Shares not taken up by the

Qualifying Shareholders (including but not limited to

Mr. Chen) on or before the Latest Time for Acceptance

"%"

percentage

- 6 -

LETTER FROM THE BOARD

Cocoon Holdings Limited

中國天弓控股有限公司

(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)

(Stock Code: 428)

Executive Directors:

Registered office:

Mr. Wu Ming Gai

Walkers Corporate (Bermuda) Limited

Ms. Chan Carman Wing Yan

Park Place, 55 Par-la-Ville Road

3rd Floor, Hamilton HM 11

Non-executive Directors:

Bermuda

Mr. William Keith Jacobsen

Mr. Chen Albert

Head office and principal place of business

Mr. Wong Chung Yan Sammy

in Hong Kong:

Unit 1601, 16th Floor

Independent non-executive Directors:

South Tower, Concordia Plaza

Ms. Chan Man Yi

1 Science Museum Road

Ms. Leung Yin Ting

Tsim Sha Tsui, Kowloon

Mr. Jiang Qian

Hong Kong

25 September 2019

To the Shareholders and,

for information purpose only, the Excluded Shareholders

Dear Sir or Madam,

RIGHTS ISSUE ON THE BASIS OF

TWO (2) RIGHTS SHARES FOR EVERY

ONE (1) EXISTING SHARE HELD ON THE RECORD DATE

INTRODUCTION

References are made to (i) the Announcement; (ii) and the announcements of the Company dated 30 July 2019, 2 August 2019 and 13 August 2019; and (iii) the Circular in relation to, among other things, the Rights Issue and the Underwriting Agreement.

At the SGM convened and held on Thursday, 12 September 2019, the resolution approving, among other things, the Rights Issue and the Underwriting Agreement, was duly passed by the Independent Shareholders by way of poll.

The purpose of this Prospectus is to provide you with further details of the Rights Issue.

- 7 -

LETTER FROM THE BOARD

PROPOSED RIGHTS ISSUE

The Company proposes to raise approximately HK$67.15 million, before expenses, by way of the Rights Issue of 239,817,900 Rights Shares to the Qualifying Shareholders at the Subscription Price of HK$0.28 per Rights Share on the basis of two (2) Rights Shares for every one (1) existing Share held on the Record Date. The Rights Shares will be fully underwritten by the Underwriter on the terms and conditions set out in the Underwriting Agreement.

Details of the Rights Issue are set out below:

Basis of the Rights Issue

:

Two (2) Rights Shares for every one (1) existing

Share held on the Record Date

Subscription Price

:

HK$0.28 per Rights Share

Number of Shares in issue as at

:

119,908,950 Shares

the Latest Practicable Date

Number of Rights Shares

:

239,817,900 Rights Shares

Aggregate nominal value of the

:

HK$23,981,790.00

Rights Shares

Number of Shares as enlarged by

:

359,726,850 Shares

the allotment and issue of the

Rights Shares

Underwriter

:

China Fund Securities Limited

As at the Latest Practicable Date, the Company did not have any outstanding derivatives, options, warrants and convertible securities or other similar rights which are convertible or exchangeable into Shares. The Company has no intention to issue or grant any convertible securities, warrants and/or options on or before the Record Date.

The 239,817,900 Rights Shares proposed to be allotted and issued pursuant to the Rights Issue represent (i) 200.00% of the existing issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 66.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares immediately after completion of the Rights Issue.

- 8 -

LETTER FROM THE BOARD

Subscription Price

The Subscription Price is HK$0.28 per Rights Share, payable in full upon acceptance under the PAL(s), and where applicable, application for excess Rights Shares, or when a transferee of the nil-paid Rights Shares accepts the provisional allotment of the relevant Rights Shares which represents:

  1. a discount of approximately 13.8% to the closing price of HK$0.325 per Share as quoted on the Stock Exchange on the Last Trading Day;
  2. a discount of approximately 12.5% to the average closing price of approximately HK$0.320 per Share as quoted on the Stock Exchange for the last 5 consecutive trading days immediately prior to the Last Trading Day;
  3. a discount of approximately 12.2% to the average closing price of approximately HK$0.319 per Share as quoted on the Stock Exchange for the last 10 consecutive trading days immediately prior to the Last Trading Day;
  4. a discount of approximately 5.1% to the theoretical ex-rights price of approximately HK$0.295 per Share based on closing price of HK$0.325 per Share as quoted on the Stock Exchange on the Last Trading Day;
  5. a discount of approximately 75.2% to the audited net asset value per Share (the "NAV per Share") of approximately HK$1.129 as at 31 December 2018 based on the audited consolidated equity attributable to owners of the Company in the Company's annual report for the financial year ended 31 December 2018 (which is calculated based on 119,908,950 Shares in issue as at 31 December 2018);
  6. a discount of approximately 72.9% to the unaudited NAV per Share of approximately HK$1.035 as at 30 June 2019 based on the unaudited consolidated equity attributable to owners of the Company in the Company's interim results for the six months ended 30 June 2019 (which is calculated based on 119,908,950 Shares in issue as at 30 June 2019); and
  7. a discount of approximately 6.7% to the closing price of HK$0.300 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

The Subscription Price was determined after arm's length negotiations between the Company and the Underwriter with reference to, among others, (i) the prevailing market price of the Shares prior to the Last Trading Day and the theoretical ex-rights price; and (ii) the capital needs of the

- 9 -

LETTER FROM THE BOARD

Group. The Directors consider that each Qualifying Shareholder will be provisionally allotted the Rights Shares at the same Subscription Price in proportion to his/her/its shareholdings held on the Record Date and the terms of the Rights Issue, including the Subscription Price which has been set as a discount to the recent closing prices of the Shares with an objective of encouraging existing Shareholders to take up their provisional allotments so as to participate in the potential growth of the Company, to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Given that (i) the discount of the Subscription Price and the basis of two (2) Rights Shares for every one (1) Share in issue can (a) provide an incentive for the Qualifying Shareholders to subscribe for the Rights Shares and (b) induce the Underwriter to participate in the underwriting of the Underwritten Shares; and (ii) the Company has funding needs as disclosed in the paragraph headed "Reasons for the Rights Issue and Use of Proceeds" below, the Directors are of the view that the current structure of the Rights Issue is fair and reasonable.

Dilution effect and the structure of the Rights Issue

Despite the Rights Issue will potentially result in a theoretical dilution effect (ascribed to Rule 7.27B of the Listing Rules) of approximately 9.2%, being the discount of the theoretical diluted price (as defined in note 1(a) under Rule 7.27B of the Listing Rules) of HK$0.295 to the benchmarked price (as defined in note 1(b) under Rule 7.27B of the Listing Rules) of HK$0.325, the Directors consider that the interest of the Qualifying Shareholders will not be prejudiced given that:

  1. the Independent Shareholders have been given the opportunity to express their view on the terms of the Rights Issue through their votes at the SGM;
  2. the Rights Issue provides the Qualifying Shareholders an opportunity to subscribe for their pro-rata Rights Shares for the purpose of maintaining their respective existing shareholding interests in the Company at a discount to the historical and prevailing market prices of the Shares;
  3. whilst the dilution nature of Rights Issue is common in the market, if the Qualifying Shareholders do not take up their entitlements under the Rights Issue in full, the Qualifying Shareholders who choose to accept the Rights Issue in full are able to maintain their respective existing shareholding interests in the Company after the Rights Issue; and

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LETTER FROM THE BOARD

  1. the Qualifying Shareholders who do not take up their entitlements in the Rights Issue are able to sell the nil-paid Rights Shares in the market, while the Qualifying Shareholders who wish to increase their shareholding interests in the Company through the Rights Issue are able to make excess applications for additional Rights Shares and/or acquire additional nil-paid Rights Shares in the market.

The Directors are aware of the fact that the Subscription Price represents a discount of approximately 75.2% and 72.9% to the NAV per Share as at 31 December 2018 and 30 June 2019, respectively. However, given that the Shares have been consistently traded at substantial discounts to the NAV per Share since December 2018 and up to the Last Trading Day (ranging from approximately 38.1% to 74.3%), the Directors consider it would be more appropriate to make reference to the prevailing market prices of the Shares which reflect the fair market value of the Shares traded on the Stock Exchange, instead of making reference to the NAV per Share.

Based on the above, the Directors consider the Rights Issue and the Underwriting Agreement are on normal commercial terms, in the interests of the Company and the Shareholders as a whole, and the terms of which are fair and reasonable.

Basis of provisional allotment

The basis of the provisional allotment shall be two (2) Rights Shares (in nil-paid form) for every one (1) Share in issue held by Qualifying Shareholders at the close of business on the Record Date. Application for all or any part of a Qualifying Shareholder's provisional allotment should be made by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance.

Status of the Rights Shares

The Rights Shares, when allotted and fully paid, will rank pari passu in all respects with the Shares then in issue. Holders of the fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid on or after the date of the allotment of the Rights Shares in their fully-paid form.

The Irrevocable Undertaking

As at the date of the Announcement and as at the Latest Practicable Date, Mr. Chen, a substantial shareholder of the Company, beneficially owned 25,276,930 Shares, representing approximately 21.08% of the issued share capital of the Company.

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LETTER FROM THE BOARD

Mr. Chen has given an irrevocable undertaking to the Company that he will subscribe for the Rights Shares to which he is entitled under the Rights Issue in full as at the Record Date.

Save for the above, the Company had not received any information from any substantial shareholders of the Company of their intention to take up the Rights Shares to be provisionally allotted or offered to them under the Rights Issue as at the Latest Practicable Date.

Fractional entitlements to the Rights Shares

On the basis of two (2) Rights Shares for every one (1) Share in issue held on the Record Date, no fractional entitlements to the Rights Shares will arise under the Rights Issue.

Qualifying Shareholders

The Rights Issue is only available to the Qualifying Shareholders. To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company and not be an Excluded Shareholder at the close of business on the Record Date. Overseas Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date whom the Company, based on legal opinions to be provided by legal advisers, considers necessary or expedient not to offer the Rights Shares 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 will not be regarded as Qualifying Shareholders.

The Company will send the Prospectus Documents to the Qualifying Shareholders.

Excluded Shareholders

The Prospectus Documents will not be registered under the applicable securities legislation of any jurisdiction other than Hong Kong.

As at the Latest Practicable Date, and based on the register of members of the Company, the Company had certain Overseas Shareholders whose addresses appeared on the register of members of the Company were in five (5) jurisdictions, namely, Australia, Canada, Macau, Malaysia and the United States of America.

Pursuant to Rule 13.36 of the Listing Rules, the Company has made enquiries regarding the legal restrictions under the applicable securities legislation of the relevant jurisdictions and the requirements of the relevant regulatory body or stock exchange with respect to the offer of the Rights Shares to the above Overseas Shareholders.

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LETTER FROM THE BOARD

The Company has obtained advices from legal advisers in Australia, Macau and Malaysia has been advised that under the applicable legislations of these jurisdictions, either (i) there is no regulatory restriction or requirement of any regulatory body or stock exchange with respect to extending the Rights Issue to the Overseas Shareholders in the relevant jurisdictions; or (ii) the Rights Issue meets the relevant exemption requirements under the relevant jurisdictions so that it would be exempt from obtaining approval or recognition from and/or registration of the Prospectus Documents with the relevant regulatory authorities under the applicable laws and regulations of the relevant jurisdictions.

Accordingly, the Rights Issue will be extended to the Overseas Shareholders having registered addresses in Australia, Macau and Malaysia, and such Overseas Shareholders are Qualifying Shareholders.

The Company has also obtained advices from legal advisers in Canada, and the United States of America. Having considered the circumstances, the Directors have formed the view that, it is necessary or expedient to restrict the ability of Shareholders in Canada, and the United States of America to take up their rights under the Rights Issue due to the time and costs involved in the registration of the Prospectus and/ or compliance with the relevant local legal or regulatory requirements in Canada, and the United States of America and/or additional steps the Company and/or Shareholders and/or beneficial owners of the Shares need to take to comply with the local legal requirements in Canada, and the United States of America.

The Company will send the Prospectus only (without PAL or EAF) to the Excluded Shareholders for their information only.

The Company shall provisionally allot the Rights Shares which represent the entitlements of the Excluded Shareholders to a nominee of the Company in nil-paid form and the Company shall procure that such nominee shall endeavour to sell the rights as soon as practicable after dealings in nil-paid Rights Shares commence and in any event on or before the last day of dealings in nil-paid Rights Shares at a net premium (nil-paid). If and to the extent that such rights can be so sold, the nominee of the Company shall account to the Company for the net proceeds of sale (after deducting the expenses of sale, if any), which shall be distributed by the Company in Hong Kong dollars to the Excluded Shareholders pro rata provided that rounded down amounts of less than HK$100 shall not be so distributed but shall be retained for the benefit of the Company. Any unsold entitlement of the Excluded Shareholders to the Rights Shares, and any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders or otherwise subscribed for by transferees of the nil-paid Rights Shares, will be made available for excess applications by the Qualifying Shareholders.

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LETTER FROM THE BOARD

Overseas Shareholders should note that they may or may not be entitled to the Rights Issue, subject to the results of the enquiries to be made by the Directors pursuant to Rule

13.36 of the Listing Rules. Accordingly, the Overseas Shareholders should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

Procedures for acceptance, payment and transfer

A PAL is enclosed with this Prospectus which entitles the Qualifying Shareholders to whom it is addressed to subscribe for the number of Rights Shares shown therein.

If a Qualifying Shareholder wishes to accept all the Rights Shares provisionally allotted to him/her/it as specified in the PAL, he/she/it must lodge the PAL in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance with the Registrar at Computershare Hong Kong Investor Services Limited at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by no later than 4:00 p.m. on Friday, 11 October 2019. All remittances must be made in Hong Kong dollars by cheques which must be drawn on an account with, or by cashier's orders which must be issued by, a licensed bank in Hong Kong and made payable to "COCOON HOLDINGS LIMITED - RIGHTS ISSUE ACCOUNT" and crossed "Account Payee Only".

It should be noted that unless the PAL, together with the appropriate remittance, have been lodged with the Registrar by no later than 4:00 p.m. on Friday, 11 October 2019, whether by the original allottee or any person in whose favour the rights have been validly transferred, that provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled and such Rights Shares will be available for excess application under the EAFs by other Qualifying Shareholders. The Company may, at its sole discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if the PAL is not completed in accordance with the relevant instructions. The Company may require such incomplete PAL to be completed by the relevant applicants at a later stage.

If a Qualifying Shareholder wishes to accept only part of his/her/its provisional allotment or transfer part of his/her/its rights to subscribe for the Rights Shares provisionally allotted to him/her/it under the PAL or to transfer part or all of his/her/its rights to more than one person, the entire PAL must be surrendered and lodged for cancellation by no later than 4:30 p.m. on Wednesday, 2 October 2019 to the Registrar, who will cancel the original PAL and issue new PALs in the denominations required which will be available for collection from the Registrar at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, after 9:00 a.m. on the second business day after the surrender of the original PAL.

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LETTER FROM THE BOARD

The PAL contains further information regarding the procedures to be followed for acceptance and/or transfer of the whole or part of the provisional allotment of the Rights Shares by the Qualifying Shareholders. All cheques and cashier's orders accompanying completed PALs will be presented for payment immediately upon receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and return of the PAL will constitute a warranty and representation to the Company that all registration, legal and regulatory requirements of all relevant jurisdictions other than Hong Kong in connection with the PAL and any acceptance of it, have been, or will be, duly complied with. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of the representations and warranties. Completion and return of the PAL with a cheque or a cashier's order in payment for the Rights Shares, whether by a Qualifying Shareholder or by any nominated transferee, will constitute a warranty by the subscriber that the cheque or the cashier's order will be honoured on first presentation.

Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any PAL in respect of which the accompanying cheque and/or cashier's order is dishonoured on first presentation, and, in such event, the relevant provisional allotment and all rights and entitlements thereunder will be deemed to have been declined and will be cancelled. No application for the Rights Shares will be accepted from any person who is an Excluded Shareholder.

No action has been taken to obtain permission of the offering of the Rights Shares or the distribution of the Prospectus Documents in any jurisdiction other than Hong Kong. Accordingly, no person receiving a copy of the Prospectus Documents in any jurisdiction outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares, unless in the relevant jurisdictions, such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements. It is the responsibility of anyone outside Hong Kong wishing to make on his/her/its behalf an application for the Rights Shares to satisfy himself/herself/itself as to the observance of the laws and regulations of all relevant jurisdiction, including the obtaining of any governmental or other consents, and to pay any taxes and duties required to be paid in such jurisdiction in connection therewith.

If the Underwriter exercises the right to terminate the Underwriting Agreement at or before the Latest Time for Termination or if the conditions of the Underwriting Agreement are not fulfilled, the monies received in respect of acceptances of the Rights Shares will be returned to the Qualifying Shareholders or such other persons to whom the nil-paid Rights Shares shall have been validly transferred, or in case of joint acceptances, to the first-named person, without interest by means of cheques despatched by ordinary post to their respective registered address at their own risk as soon as practicable thereafter.

No receipt will be issued in respect of any application monies received.

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LETTER FROM THE BOARD

Application for excess Rights Shares

Qualifying Shareholders may apply, by way of excess application, for (i) any unsold entitlements of the Excluded Shareholders; and (ii) any Rights Shares provisionally allotted but not accepted.

Application for excess Rights Shares can only be made by duly completing and signing an EAF (in accordance with the instructions printed therein) and lodging the same with a separate cheque or banker's cashier order for the sum payable for the excess Rights Shares being applied for with the Registrar at Computershare Hong Kong Investor Services Limited at Shops 1712−1716, 17th Floor Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong on or before 4:00 p.m. on Friday, 11 October 2019 (Hong Kong time).

Any Qualifying Shareholder wishing to apply for any Rights Shares in addition to his/her/its provisional allotment must complete and sign the EAF in accordance with the instructions printed thereon and lodge the same, together with a separate remittance for the amount payable on application in respect of the excess Rights Shares applied for, with the Registrar on or before the Latest Time for Acceptance. All remittances must be made by cheque or cashier's order in Hong Kong dollars. Cheques must be drawn on an account with, and cashier's orders must be issued by, a licensed bank in Hong Kong and made payable to "COCOON HOLDINGS LIMITED - EXCESS APPLICATION ACCOUNT" and crossed "Account Payee Only".

The Board will allocate the excess Rights Shares (if any) to Qualifying Shareholders who have applied for excess application on a pro-rata basis on the excess Rights Shares (if any) applied by them, without involving allocation of any fractional Rights Share.

No reference will be made to Rights Shares subscribed through applications by PAL(s) or the existing number of Shares held by Qualifying Shareholders. If the aggregate number of Rights Shares not taken up by the Qualifying Shareholders under PAL(s) is greater than the aggregate number of excess Rights Shares applied for through EAF(s), the Board will allocate in full to each Qualifying Shareholder the number of excess Rights Shares applied for under the EAF(s).

In applying the above principles, reference will only be made to the number of excess Rights Shares being applied for. No preference will be given to topping up odd lots to whole board lots.

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LETTER FROM THE BOARD

Shares held by nominees

Shareholders with Shares held by a nominee (or which are held in CCASS) should note that the Board will consider the nominee (including HKSCC Nominees Limited) as a single Shareholder according to the register of members of the Company. Accordingly, such Shareholders should note that the aforesaid arrangement in relation to the allocation of the excess Rights Shares will not be extended to the relevant beneficial owners individually.

Shareholders with Shares held by a nominee (or which are held in CCASS) are advised to consider whether they would like to arrange for the registration of their relevant Shares under the names of the beneficial owners prior to the Record Date for the purpose of the Rights Issue. Shareholders and investors should consult their professional advisers if they are in doubt as to their status.

Application for listing

The Company has applied to the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid form to be allotted and issued pursuant to the Rights Issue. Dealings in the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange will be subject to the payment of stamp duty in Hong Kong and any other applicable fees and charges (if any) in Hong Kong.

Subject to the granting of the approval for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both nil-paid and fully-paid forms 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. Shareholders should seek advice from their stockbrokers or other professional advisers for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Both nil-paid Rights Shares and fully-paid Rights Shares will be traded in board lots of 2,000. No part of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchange.

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LETTER FROM THE BOARD

Share certificates and refund cheques for the Rights Shares

Subject to the fulfilment of the conditions of the Rights Issue, certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto by ordinary post at their own risk on or before Monday, 21 October 2019. If the Rights Issue is terminated, refund cheques in respect of wholly or partially unsuccessful application for excess Rights Shares (if any) will be despatched on or before Monday, 21 October 2019 by ordinary post at the respective Shareholders' own risk.

One Share certificate will be issued for all Rights Shares allotted and issued to an applicant.

Conditions of the Rights Issue

The Rights Issue is conditional upon:

  1. the passing by the Independent Shareholders at the SGM of an ordinary resolution to approve the Rights Issue by no later than the Prospectus Posting Date;
  2. the Stock Exchange granting or agreeing to grant (subject to allotment) the listing of, and permission to deal in, all the Rights Shares (in their nil-paid and fully-paid forms) by no later than the Prospectus Posting Date and the Stock Exchange not having withdrawn or revoked such listings and permission on or before the Latest Time for Termination;
  3. the filing and registration of all documents relating to the Rights Issue, which are required to be filed or registered with the Registrar of Companies in Hong Kong in accordance with the Companies (WUMP) Ordinance by no later than the Prospectus Posting Date;
  4. the posting of the Prospectus Documents to Qualifying Shareholders by the Prospectus Posting Date;
  5. the compliance with and performance of all the undertakings and obligations of the Company under the Underwriting Agreement by the Latest Time for Termination; and
  6. the Underwriting Agreement not being terminated by the Underwriter pursuant to the terms thereof on or before the Latest Time for Termination.

The Company shall use all reasonable endeavours to procure the fulfilment of all the above conditions by the respective dates specified above.

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LETTER FROM THE BOARD

None of the parties to the Underwriting Agreement may waive any of the above conditions.

If the above conditions are not satisfied in whole or in part by the respective dates set out above (or such other time and/or dates as the Underwriter may agree with the Company in writing), the Underwriting Agreement shall be terminated and (save in respect of any provisions relating to, among other matters, notices and governing law and any rights or obligations which may accrue under the Underwriting Agreement prior to such termination) no party will have any claim against any other party for costs, damages, compensation or otherwise, and the Rights Issue will not proceed.

As at the Latest Practicable Date, the condition as set out in paragraph (a) above had been satisfied.

UNDERWRITING ARRANGEMENT FOR THE RIGHTS ISSUE

Pursuant to the Underwriting Agreement, the Underwriter has agreed to fully underwrite all the Rights Shares under the Rights Issue.

Date

:

18 July 2019 (after trading hours), and amended and

supplemented by the Extension Letters

Underwriter

:

China Fund Securities Limited

Total number of the Underwritten

:

The total number of the Underwritten Shares shall be

Shares

in maximum up to 239,817,900 Rights Shares

(assuming that the Rights Shares under the

Irrevocable Undertaking have not been taken up),

being such number of the Rights Shares to be issued

pursuant to the Rights Issue

Underwriting commission

:

The Underwriter will receive an amount equal to

1.00% of the Subscription Price multiplied by the

number of the Underwritten Shares, being up to

approximately HK$0.67 million in maximum (i.e.

1.00% of the Subscription Price multiplied by the

maximum number of Underwritten Shares)

The Underwriter is a licensed corporation to carry on business in type 1 (dealing in securities) and type 9 (assets management) regulated activities under the SFO. To the best of the Directors' knowledge, information and belief, the Underwriter and its ultimate beneficial owner(s)

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LETTER FROM THE BOARD

are Independent Third Parties. In addition, save for the Underwriting Agreement, the Underwriter and/or its connected parties have not entered nor have intention to enter into any other business relationships, arrangements, plans or understandings with the Company or its connected parties as at the Latest Practicable Date.

The terms of the Underwriting Agreement (including the commission rate) were determined after arm's length negotiation between the Company and the Underwriter by reference to, among other things, (i) the existing financial position of the Group, (ii) the size of the Rights Issue, (iii) the current and expected market condition, and (iv) the comparison between the terms and conditions of the underwriting agreements (including the commission rate, the number of shares of which underwriters are able to undertake) proposed by other underwriters approached by the Company. The Directors consider the Underwriting Agreement is on normal commercial terms, in the interests of the Company and the Shareholders as a whole, and the terms of which are fair and reasonable.

Conditions of the Underwriting Agreement

The Underwriting Agreement is conditional upon:

  1. the passing at the SGM of necessary resolutions(s) by the Independent Shareholders to approve the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder at which the voting shall be taken on a poll and in accordance with the Listing Rules;
  2. 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 certified by two directors of the Company (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) not later than the Prospectus Posting Date and in compliance with the Listing Rules and the Companies (WUMP) Ordinance;
  3. 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 Excluded Shareholders, if any, for information purpose only explaining the circumstances in which they are not permitted to participate in the Rights Issue on or before the Prospectus Posting Date;
  4. the Listing Committee granting or agreeing to grant (subject to allotment), and not having withdrawn or revoked listing of and permission to deal in the Rights Shares (in their nil-paid and fully paid forms) by no later than the first day of their dealings;

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LETTER FROM THE BOARD

  1. the Shares remaining listed on the Stock Exchange at all times prior to the date of the dispatch of share certificates for the Rights Issue and the listing of the Shares not having been withdrawn or the trading of the Shares not having been suspended for a consecutive period of more than ten (10) business days at any time prior to the Latest Time for Acceptance otherwise than due to or in connection with or in relation to the Rights Issue;
  2. the Underwriting Agreement is not terminated in accordance with the terms thereof;
  3. the requirements under the applicable laws and regulations of Hong Kong and Bermuda are complied; and
  4. all undertakings and obligations of the Company under the Underwriting Agreement are complied and performed.

The conditions set out above are incapable of being waived. If all of the above conditions are not fully satisfied by the Latest Time for Termination, i.e. 4:00 p.m. on Monday, 14 October 2019 (Hong Kong time) or such later date(s) as the Underwriter may agree with the Company in writing, the Underwriting Agreement shall be terminated and (save in respect of any provisions relating to, among other matters, notices and governing law and any rights or obligations which may accrue under the Underwriting Agreement prior to such termination) no party will have any claim against any other party for costs, damages, compensation or otherwise, and the Rights Issue will not proceed.

As at the Latest Practicable Date, the condition as set out in paragraph (a) above had been satisfied.

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LETTER FROM THE BOARD

Rescission and Termination of the Underwriting Agreement

Pursuant to the Underwriting Agreement, if, prior to the Latest Time for Termination (provided that for the purposes of the clause in the Underwriting Agreement if the date of the Latest Time for Termination shall be a business day on which a tropical cyclone warning signal no. 8 or above or a black rainstorm warning signal is or remains hoisted in Hong Kong between 9:00 a.m. and 4:00 p.m. on that day, the date of the Latest Time for Termination shall be the next business day on which no tropical cyclone warning signal no. 8 or above or no black rainstorm warning signal is or remains hoisted in Hong Kong between 9:00 a.m. and 4:00 p.m. on that day):

  1. in the absolute opinion of the Underwriter, the success of the Rights Issue 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 absolute opinion of the Underwriter materially and adversely affects 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 Rights Issue; 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 the Underwriting Agreement) 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 absolute opinion of the Underwriter materially and adversely affects 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 Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue;
  2. 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 absolute opinion of the Underwriter is likely to materially or adversely affect the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue;
  3. there is any change in the circumstances of the Company or any member of the Group which in the absolute opinion of the Underwriter will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation

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LETTER FROM THE BOARD

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;

  1. 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 which would, in the absolute opinion of the Underwriter materially and adversely affects the business or the financial or trading position or prospects of the Group as a whole;
  2. 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 absolute opinion of the Underwriter, a material omission in the context of the Rights Issue;
  3. any suspension in the trading of securities generally or the Company's securities on the Stock Exchange for a period of more than ten (10) consecutive business days, excluding any suspension in connection with the clearance of the Prospectus Documents or other announcements or circulars in connection with the Rights Issue; or
  4. the Prospectus when published contains information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which may in the absolute opinion of the Underwriter be material to the Group as a whole upon completion of the Rights Issue and is likely to affect materially and adversely the success of the Rights Issue,

the Underwriter shall be entitled by the Termination Notice in writing to the Company, served prior to the Latest Time for Termination, to terminate the Underwriting Agreement. If, prior to the Latest Time for Termination, the Underwriter serves the Termination Notice to the Company, all the Underwriter's obligations under the Underwriting Agreement shall cease, and the Underwriting Agreement shall be deemed to have been terminated. If, prior to the Latest Time for Termination, any such notice as is referred to above is given by the Underwriter, the obligations of all parties to the Underwriting Agreement under the Underwriting Agreement (save and except certain clauses of the Underwriting Agreement which shall remain in full force and effect and save further that the Company shall pay the fees and expenses specified in the Underwriting Agreement) shall terminate forthwith and no party to the Underwriting Agreement shall have any claim against any other party of the Underwriting Agreement for costs, damages, compensation or otherwise save for any

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LETTER FROM THE BOARD

antecedent breaches. For the avoidance of doubt, the Underwriter shall not be entitled to give the Termination Notice or the Rescission Notice (as defined below) at any time after its underwriting obligations have terminated pursuant to the Underwriting Agreement.

The Underwriter shall be entitled by the Rescission Notice in writing to rescind the Underwriting Agreement if prior to the Latest Time for Termination:

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

Any such notice shall be served by the Underwriter prior to the Latest Time for Termination.

CHANGE IN THE SHAREHOLDING STRUCTURE OF THE COMPANY ARISING FROM

THE RIGHTS ISSUE

The following table set out the possible changes in the shareholding structure of the Company arising from the Rights Issue which are for illustrative purpose only.

As at the Latest Practicable Date, the Company had 119,908,950 Shares in issue. Set out below are the shareholding structures of the Company (i) as at the Latest Practicable Date, (ii) immediately after completion of the Rights Issue, assuming no issue of new Shares or repurchase of Shares up to completion of the Rights Issue save for the Rights Shares and all the Rights Shares are subscribed by the Qualifying Shareholders according to their respective entitlement, and (iii) immediately after completion of the Rights Issue, assuming no issue of new Shares or repurchase of Shares up to completion of the Rights Issue save for the Rights Shares and no Qualifying Shareholders (including Mr. Chen) applies for their provisional allotments:

(ii) Assuming all the Rights

(iii) Assuming

Shares are subscribed by the

no Qualifying

Qualifying Shareholders

Shareholders applies

(i) As at the Latest

according to their respective

for their provisional

Practicable Date

entitlement

allotments

Number of

Approx.

Number of

Approx.

Number of

Approx.

Shares

%

Shares

%

Shares

%

Mr. Chen

25,276,930

21.08

75,830,790

21.08

25,276,930

7.03

Underwriter

-

-

-

-

239,817,900

66.67

Public shareholders

94,632,020

78.92

283,896,060

78.92

94,632,020

26.30

Total

119,908,950

100.00

359,726,850

100.00

359,726,850

100.00

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LETTER FROM THE BOARD

REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

The Company is an investment company listed on the main board of the Stock Exchange under Chapter 21 of the Listing Rules. The principal activity of the Company is investment holding and the Group is principally engaged in investments in securities listed on recognised stock exchanges and unlisted investments with potential for earning growth and capital appreciation. The investment objective of the Company is to achieve an enhanced earnings stream and capital appreciation from its investments. It is the corporate strategy of the Group to strengthen its existing businesses and continue its focus on financing future investment opportunities domestically and internationally to achieve financial growth for the Group and to maximise the Shareholders' value.

The estimated net proceeds from the Rights Issue will be approximately HK$65.44 million (equivalent to a net price of approximately HK$0.273 per Rights Share). The Company intends to apply net proceeds of (i) approximately HK$30.00 million for the repayment of the Shareholder's Loan (as defined below); (ii) approximately HK$30.00 million for the investment in listed securities and unlisted securities; and (iii) approximately HK$5.44 million for general working capital of the Group. Further details of the intended use of the proceeds from the Rights Issue are set out below:

  1. Repayment of the shareholder's loan

The Board intends to apply approximately HK$30.00 million for the repayment of the outstanding principal of a shareholder's loan incurred by the Company due to a substantial shareholder of the Company in the principal amount of HK$30.00 million with interest rate at 8% per annum, which will mature on 6 October 2019 (the "Shareholder's Loan").

Since the Shareholder's Loan will become mature soon and any default of repayment thereof may adversely impact the financial position of the Company, the Board considers that applying partial proceeds from the Rights Issue for a timely repayment of the Shareholder's Loan can alleviate the liquidity pressure of the Company reduce its debt level and gearing ratio.

  1. Investment in listed securities and unlisted securities

The Company is listed under Chapter 21 of the Listing Rules with its principal business of investments in securities listed on recognised stock exchanges and unlisted investments with potential for earning growth and capital appreciation. In light of the above, to enhance its profitability performance, the Company shall, on the one hand, keep approaching potential

- 25 -

LETTER FROM THE BOARD

investees and exploring good investment opportunities, and on the other hand, ensure a sufficient cash flow and internal recourses to realise its investment strategies when good investment opportunities arise.

As at the Latest Practicable Date, the Company has been approaching and in negotiation with a potential investee, which is one of the one-stop mobile transportation platform. Pursuant to the latest negotiation and subject to further negotiations, the Company is expected to invest approximately HK$10.00 million to HK$15.00 million in the above-mentioned investee company.

Meanwhile, the Company has been in negotiation with an overseas property developer. Pursuant to the latest negotiation and subject to further negotiations, the Company is expected to invest approximately HK$10.00 million to HK$15.00 million to subscribe for the shares of a company, through which the aforesaid overseas property developer will develop a property project located in a foreign country (the "Property Project"). The Board is of the view that the equity investment in the aforementioned company may enable the Company to achieve satisfactory returns from the Property Project, and such equity investment shall be in line with the investment objective of the Company and in the interests of the Company and the Shareholders as a whole. The Directors will also ensure that such equity investment will be in compliance with the investment policies and restriction of the Company (for details, please refer to the paragraph headed "13. Investment Objective, Policies and Restrictions" in Appendix III to this Prospectus).

Other than the above, the Company has been in negotiation and has the intention to invest in listed and/or unlisted securities of companies in certain industries with short to medium growth potential together with capital appreciation, including but not limited to resources and real estate companies.

Unlike other companies with specific operating core businesses which are able to generate constant cash income, most of the resources of the Company are invested for capital appreciation with no stable cash dividend. As at the Latest Practicable Date, the Board was of the view that the Company currently does not have sufficient cash and other internal resources to allow the Company to seize and benefit from the aforementioned investment opportunities. In light of the above, the Board intends to reserve approximately HK$30.00 million for the aforementioned potential investment opportunities so as to enhance the Company's profitability performance.

  1. General working capital of the Group

The Board intends to apply approximately HK$5.44 million for the general working capital of the Group, among which approximately HK$1.47 million will be applied for settlement of the outstanding investment management fee for the financial year ended 31 December 2018 to the

- 26 -

LETTER FROM THE BOARD

Company's investment manager, which is already overdue. The remaining of approximately HK$3.97 million will be retained for the expected working capital requirements of the Group including staff costs and Directors' remuneration in the future.

The Directors have considered other financing alternatives including (i) additional debt financing, (ii) equity fund raising such as placement of new Shares and open offer, and (iii) realisation of existing investments. The Board considers that fund raising through the Rights Issue is in the interests of the Company and the Shareholders as a whole, for the reasons as follows:

  1. As for additional debt financing, as at the Latest Practicable Date, the Board has attempted to obtain loan financing from its principal bankers, and was acknowledged that due to the inherent nature of the Company as an investment company, it is not feasible for the Company to obtain loan facilities in favourable terms and conditions (in respect of, e.g. interest rate and requirement of charges). Based on the prime lending rate for Hong Kong dollars of approximately 5.125% per annum as announced by Hang Seng Bank as at the Latest Practicable Date, the total amount of interests to be incurred per year under the debt financing of approximately HK$67.15 million, being the amount of the gross proceeds from the Rights Issue, is estimated to be approximately HK$3.44 million, which is substantially higher than the estimated expenses of approximately HK$1.71 million under the Rights Issue. In addition, the Board is of the view that the debt financial may result in a higher gearing ratio of the Group, and this will also increase the ongoing interest expenses of the Group and in turn affect the profitability of the Company.
  2. As for placement of new Shares, it would lead to immediate dilution in the shareholding interest of existing Shareholders without offering them the opportunity to participate in the enlarged capital base of the Company. Further, upon calculation of the maximum possible proceeds from the placement of new Shares, the Board considers that the amount to be raised in such way would not be sufficient for the proposed demands on funds as mentioned above.
  3. As for open offer, similar to a rights issue, it also offers qualifying shareholders to participate, but it does not allow the trading of rights entitlements in the open market. The Directors are of the view that the Rights Issue provides better financial flexibility for the Company as it will strengthen the capital base of the Company, thus enhancing its net asset position without the ongoing burden of interest expenses, and also offers all the Qualifying Shareholders the opportunity to maintain their pro rata shareholding interests in the Company and avoid dilution for those Shareholders who take up their entitlement under the Rights Issue in full.

- 27 -

LETTER FROM THE BOARD

  1. As for the realisation of existing investments, after considering (i) the current performance of the investment portfolio of the Company, of which the realisation may result a loss of the Group, (ii) the investment strategy towards certain equity investment by the Company, i.e. long-term holding for the potential growth and constant returns,
    1. maturity dates of bonds held by the Company (including two convertible bonds of an aggregate principal amount of approximately HK$39.7 million with their maturity dates having been further extended to 13 April 2020 and 28 July 2020 respectively), of which the redemption and/or conversion will be made on a pre-mature basis, and (iv) the turbulences in the macroeconomic and geopolitical environment in the years of 2018 and 2019, the Board is of the view that it is not advisable at this moment for the Company to realise the existing investment of the Company for the proposed demands on funds as mentioned above.
  2. The Board considers that the Rights Issue, which is on a fully underwritten basis, can make the Company raise sufficient funds to satisfy its demands on funds as aforementioned. In addition, the Rights Issue would give the Qualifying Shareholders the opportunity to maintain their respective prorate shareholding interest in the Company and provide an opportunity to all Qualifying Shareholders to participate in the growth of the Company in proportion to their shareholdings. Lastly, although those Qualifying Shareholders who do not take up the Rights Shares to which they are entitled and Excluded Shareholders may make their shareholdings diluted, the Rights Issue requires the Independent Shareholders' approval so that the Independent Shareholders are given the ultimate decision power to choose whether the Company shall proceed to the Rights Issue by voting for or against at the SGM to approve the Rights Issue.

- 28 -

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST TWELVE

MONTHS

In the past twelve months immediately prior to the Latest Practicable Date, the Group completed the following fund raising exercise:

Actual use of proceeds

Date of

Description of fund

Intended use of

as at the Latest

completion

raising activities

proceeds

Practicable Date

12 October 2018

Issue of 19,980,000 placing

(i)

Approximately

(i)

Approximately

shares under general

HK$10,000,000 for

HK$10,000,000 was

mandate. The net

investment in the

used for investment in

proceeds from the placing

listed and/or unlisted

the unlisted securities;

was approximately

securities; and

and

HK$19,730,000

  1. Approximately
    HK$9,730,000 will be used for repayment of the Group's payables and as the Group's general working capital
  1. Approximately HK$9,610,000 was used for repayment of the Group's payables and operation expenses, and the remaining balance of approximately HK$120,000 was maintained at the Group's bank account and will be utilised as intended within
    1 month after the date of this Prospectus

Save for the aforesaid placing, the Company has not conducted any other fund raising activities in the past twelve (12) months immediately preceding the Latest Practicable Date.

- 29 -

LETTER FROM THE BOARD

WARNING OF THE RISK OF DEALINGS IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

The Rights Issue is subject to, among other things, the fulfilment of the conditions set out in the paragraph headed ''Conditions of the Rights Issue'' above. In particular, it is subject to the Underwriting Agreement not being terminated in accordance with its terms. Accordingly, the Rights Issue may or may not proceed.

Shareholders should note that the Shares have been dealt in on ex-rights basis commencing from Monday, 16 September 2019 and that dealings in the Rights Shares in the nil-paid form will take place while the conditions to which the Underwriting Agreement is subject to remaining unfulfilled. Any dealings by the Shareholders and other persons in the Shares between the date of this Prospectus and the date on which the Rights Issue becomes unconditional (which is expected to be at 4:00 p.m. on Monday, 14 October 2019), and any dealings in the Rights Shares in their nil-paid form from Friday, 27 September 2019 to Tuesday, 8 October 2019 (both dates inclusive), will be at their own risk and if they are in any doubt about their position, they should consult their own professional advisers.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this

Prospectus.

By order of the Board

Cocoon Holdings Limited

Wu Ming Gai

Chairman

- 30 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION

Details of the financial information of the Group for each of the three financial years ended 31 December 2016, 2017 and 2018 as disclosed in the annual report of the Company for the financial year ended 31 December 2016 (pages 66 to 144), the annual report of the Company for the financial year ended 31 December 2017 (pages 68 to 140), and the annual report of the Company for the financial year ended 31 December 2018 (pages 73 to 166). These annual reports are published on the website of the Stock Exchange (http://www.hkex.com.hk) and the website of the Company (www.huge-china.com.hk). The quick links of the annual reports of the Company for the three financial years ended 31 December 2018 are set out below:

Annual report of the Company for the financial year ended 31 December 2016: https://www1.hkexnews.hk/listedco/listconews/sehk/2017/0425/ltn20170425491.pdf

Annual report of the Company for the financial year ended 31 December 2017: https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0425/ltn20180425519.pdf

Annual report of the Company for the financial year ended 31 December 2018: https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0425/ltn20190425527.pdf

2. INDEBTEDNESS

As at 30 June 2019, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this Prospectus, the total indebtedness of the Group amounted to approximately HK$53.4 million, details of which are set out below:

Promissory Notes

As at 30 June 2019, the Group had outstanding promissory notes in the aggregate principal amount of approximately HK$50.2 million issued by the Company to several note holders. In addition, as at 30 June 2019, the accrued interests of the aforementioned promissory notes payable to the holders thereof were, in aggregate, approximately HK$3.2 million.

- I-1 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Operating lease commitments

As at 30 June 2019, the Group had total future minimum lease payments under non-cancellable operating leases in respect of the leases its office premise as follow:

Total

HK$

Within one year

40,000

Over one year

-

40,000

As at 30 June 2019, none of the debts incurred by the Group as set out above were guaranteed or secured. Save as disclosed above and apart from intra-group liabilities and normal trade and other payables, at the close of the business on 30 June 2019, the Group did not have any loan capital issued or agreed to be issued, debt securities issued and outstanding, authorised or otherwise created but unissued, bank overdrafts or loans or term loans, other borrowings or other similar indebtedness, liabilities under acceptances, acceptance credits, debentures, mortgages, charges, finance lease or hire purchase commitments, guarantees or contingent liabilities.

The Directors confirm that, save as disclosed therein, there has not been any material change in the indebtedness, contingent liabilities and commitments of the Group since 30 June 2019 and up to the Latest Practicable Date.

3. WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that in the absence of unforeseeable circumstances, taking into account the financial resources available to the Group and the estimated net proceeds from the Rights Issue, the Group will have sufficient working capital for its present requirements for at least the next twelve (12) months following the date of this Prospectus.

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse changes in the financial or trading position of the Group since 31 December 2018 (being the date to which the latest published audited consolidated financial statements of the Group were made up).

- I-2 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Company is an investment company and its shares are listed on the main board of the Stock Exchange since 14 December 1993, pursuant to Chapter 21 of the Listing Rules. The Group's principal activities, investment in securities listed on recognised stock exchanges and unlisted investments, will remain unchanged.

The growth momentum of Hong Kong economy has slowed since the beginning of the year of 2018. Hong Kong GDP growth reached approximately 3.0% for the year of 2018, being obviously lower than that of approximately 3.8% for the year of 2017. Meanwhile, China announced its GDP growth of approximately 6.6% for the year of 2018, which is slightly above the target of approximately 6.5% as set by Chinese government in the year of 2017.

During the year of 2018, the macroeconomic and geopolitical environment was full of turbulence due to outbreak of several unexpected events. The Board is of the view that such unexpected events, together with other reasons, may have adversely impacted the economic environment in Hong Kong, and as a result the Hang Seng Index dropped approximately 13.6% during the year of 2018.

For the year of 2019, Chinese government sets a more conservative target on China GDP growth ranging from approximately 6% to approximately 6.5% as compared to the previous years.

After considering (i) the economic situation in the year of 2018 and (ii) the slow growth tendency of economy in Hong Kong and China for the year of 2019, the Group expects that it is full of challenges in the year of 2019. Looking ahead to the year of 2019, the Group will stay in focus to invest in trading securities, private equity funds and private enterprises with potential prospect. The management of the Group will maintain appropriate investment strategies against the volatile market in the year of 2019. In the mean time, the Group will also pay close attention to the macro trends of the world economy and keep seeking opportunities to make investment in China, Hong Kong and overseas. The Company will continue to optimise its investment portfolio and implement its risk management policy in order to achieve satisfactory returns to the Shareholders.

The Group will continue to identify investment and business development opportunities conservatively and seriously, to better utilise its capital to expand the scope of business, to explore potential projects and to acquire high-quality assets so as to enhance its long-term return of the Shareholders.

- I-3 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

  1. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS ATTRIBUTABLE TO OWNERS OF THE COMPANY

The following unaudited pro forma statement of adjusted consolidated net tangible assets of the Group attributable to owners of the Company as at 31 December 2018 (the "Unaudited Pro Forma Financial Information") which has been prepared by the directors in accordance with Rule 4.29 of the Listing Rules is for illustration only, and is set out in this appendix to illustrate the effects of the Rights Issue on the unaudited consolidated net tangible assets of the Group as at 31 December 2018 attributable to owners of the Company, as if the Rights Issue had taken place on such date.

The unaudited pro forma statement of adjusted consolidated net tangible assets of the Group attributable to owners of the Company has been prepared for illustrative purposes only and, because of its hypothetical nature, it may not give a true picture of the consolidated net tangible assets of the Group attributable to owners of the Company as at 31 December 2018 or any future date following the Rights Issue.

The following unaudited statement of pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company as at 31 December 2018 is prepared based on the audited consolidated net tangible assets of the Group which is extracted from the annual report of the Company for the year ended 31 December 2018, and adjusted as described below.

Unaudited pro

forma adjusted

Unaudited pro

consolidated net

Audited

forma adjusted

Audited

tangible assets of

consolidated net

consolidated net

consolidated net

the Group

tangible assets

tangible assets of

tangible assets of

attributable to

of the Group

the Group

the Group

owners of

attributable to

attributable to

attributable to

the Company

owners of the

the owners of the

owners of the

per share

Company as at

Estimated net

Company after

Company per

immediately after

31 December

proceeds from

completion of the

share as at 31 completion of the

2018

the Rights Issue

Rights Issue

December 2018

Rights Issue

HK$'000

HK$'000

HK$'000

HK$

HK$

(Note 1)

(Note 2)

(Note 3)

(Note 4)

Based on 239,817,900 Rights

Shares at Subscription Price of

HK$0.28 per Rights Share

135,391

65,436

200,827

1.13

0.56

- II-1 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

Notes:

  1. The audited consolidated net tangible assets of the Group attributable to owners of the Company as at 31 December 2018 is extracted from the annual report of the Company for the year ended 31 December 2018, which is based on the audited consolidated net assets of the Group attributable to owners of the Company as at 31 December 2018 of approximately HK$135,391,000.
  2. The estimated net proceeds from the Rights Issue are based on a total of 239,817,900 Rights Shares (assuming no new Shares are issued and no repurchase of shares on or before the Record Date) to be issued on the basis of two Rights Shares for each existing share at the Subscription Price of HK$0.28 per Rights Share and after deduction of estimated related expenses of approximately HK$1,713,000.

(3) The audited consolidated net tangible assets per share attributable to owners

of the Company as at

31 December 2018 was approximately HK$1.13, which is based on the audited consolidated net tangible

assets of the Group attributable to owners of the Company as at 31 December

2018 of approximately

HK$135,391,000 and 119,908,950 Shares in issue as at 31 December 2018.

  1. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company per share immediately after completion of the Rights Issue is determined based on the unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company immediately after completion of the Rights Issue of approximately HK$200,827,000 which is arrived at after aggregating the audited consolidated net tangible assets of the Group attributable to owners of the Company of approximately HK$135,391,000 and the estimated net proceeds of approximately HK$65,436,000 from the Rights Issue (note 2 above) divided by 359,726,850 Shares which comprise 119,908,950 Shares in issue before completion of the Rights Issue and 239,817,900 Rights Shares (assuming no new Shares are issued and no repurchase of shares on or before the Record Date) were issued immediately after completion of the Rights Issue, assuming the Rights Issue had been completed on 31 December 2018.
  2. For the purpose of preparation of the Unaudited Pro Forma Financial Information, no adjustment has been made to reflect any trading results or other transactions of the Group entered subsequent to 31 December 2018.

- II-2 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

B. ACCOUNTANT'S REPORT ON UNAUDITED PRO FORMA FINANCIAL

INFORMATION

The following is the text of the assurance report received from World Link CPA Limited, Certified Public Accountants, Hong Kong, the reporting accountants of the Company, in respect of the Group's unaudited pro forma financial information prepared for the purpose of incorporation in this Prospectus.

5th Floor

Far East Consortium Building

121 Des Voeux Road Central,

Hong Kong

25 September 2019

INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE

COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

The Board of Directors of Cocoon Holdings Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Cocoon Holdings Limited (the "Company") and its subsidiaries (hereinafter collectively referred to as the "Group") by the directors of the Company for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted consolidated net tangible assets as at 31 December 2018 and related notes as set out on pages II-1 to II-2 of the prospectus issued by the Company dated 25 September 2019 (the "Prospectus"). The applicable criteria on the basis of which the directors have compiled the unaudited pro forma financial information are described in Section A of Appendix II of the Circular.

The unaudited pro forma financial information has been compiled by the directors of the Company to illustrate the impact of the proposed rights issue (the "Rights Issue") on the Group's consolidated financial position as at 31 December 2018 as if the Rights Issue had taken place on 31 December 2018. As part of this process, information about the Group's financial position has been extracted by the directors from the Group's annual financial information for the year ended 31 December 2018, on which an annual report has been published.

- II-3 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

Directors' Responsibility for the Unaudited Pro Forma Financial Information

The directors are responsible for compiling the unaudited pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline 7 "Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars" ("AG 7") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA").

Our Independence and Quality Control

We have complied with the independence and other ethical requirement of the "Code of Ethics for Professional Accountants" issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Control 1 and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant's Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 "Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus" issued by the HKICPA. This standard requires that the reporting accountant plan and perform procedures to obtain reasonable assurance about whether the directors have compiled the unaudited pro forma financial information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the unaudited pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the unaudited pro forma financial information.

- II-4 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

The purpose of unaudited pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Rights Issue at 31 December 2018 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

  • The related unaudited pro forma adjustments give appropriate effect to those criteria; and
  • The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant's judgment, having regard to the reporting accountants' understanding of the nature of the Group, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

  1. the unaudited pro forma financial information has been properly compiled by the director of the Company on the basis stated;
  2. such basis is consistent with the accounting policies of the Group; and

- II-5 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

  1. the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Yours faithfully,

World Link CPA Limited

Certified Public Accountants

Hong Kong

- II-6 -

APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This Prospectus, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this Prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Prospectus misleading.

2. SHARE CAPITAL

The authorised and issued share capital of the Company (i) as at the Latest Practicable Date; and (ii) immediately following the completion of the Rights Issue (assuming there is no change in the issued share capital of the Company, on or before the Record Date) are as follows:

  1. As at the Latest Practicable Date

Authorised:

HK$

10,000,000,000

Shares of HK$0.10

each

1,000,000,000.00

Issued and fully-paid:

119,908,950

Shares of HK$0.10

each

11,990,895.00

  1. Immediately following the completion of the Rights Issue (assuming there is no change in the issued share capital of the Company on or before the Record Date):

Authorised:

HK$

10,000,000,000

Shares of HK$0.10

each

1,000,000,000.00

Issued and fully-paid:

119,908,950

Shares of HK$0.10

each

11,990,895.00

239,817,900

Rights Shares to be issued pursuant to the Rights Issue

23,981,790.00

Shares in issue immediately after completion of the

359,726,850

Rights Issue

35,972,685.00

- III-1 -

APPENDIX III

GENERAL INFORMATION

All of the Rights Shares to be issued will rank pari passu in all respects with each other. Holder of the Rights Shares in their fully-paid form 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 fully-paid Rights Shares. The Rights Shares to be issued will be listed on the Stock Exchange.

As at the Latest Practicable Date, the Company did not have any outstanding derivatives, options, warrants and convertible securities or other similar rights which are convertible or exchangeable into Shares. The Company has no intention to issue or grant any convertible securities, warrants and/or options on or before the Record Date.

The Rights Shares to be issued will be listed on the Stock Exchange. No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or the Rights Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

As at the Latest Practicable Date, no share or loan capital of the Company or any of its subsidiaries had been put under option, or agreed conditionally or unconditionally to be put under option.

As at the Latest Practicable Date, there was no arrangement under which future dividends are waived or agreed to be waived.

3. DISCLOSURE OF INTERESTS

  1. Directors' and chief executive's interests and short positions in shares and underlying shares

As at the Latest Practicable Date, save as Mr. Chen Albert whose father, Mr. Chen, holding 25,276,930 Shares, none of the other Directors had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including any interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange; or (iv) to be disclosed under the Takeovers Code.

- III-2 -

APPENDIX III

GENERAL INFORMATION

  1. Substantial shareholders' interest

As at the Latest Practicable Date, so far as any Directors were aware, the interest or short positions owned by the following parties (other than the Directors or chief executives of the Company) in the Shares, underlying Shares or debentures of the Company which are required to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO or which were required to be recorded in the register of the Company required to be kept under Section 336 of the SFO, or who were, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company or any member of the Group were as follows:

Approximate

percentage of

aggregate

Capacity in which

interest to

Shares/underlying

Total number of

total number of

Name of Shareholder

Shares are held

Shares held

Shares in issue

%

(Note)

Chen Chien Yeh

Beneficial owner

25,276,930 (L)

21.08%

Twu Kai Ting

Beneficial owner

6,240,000 (L)

5.20%

  1. Long Position

Note: the percentage is calculated on the basis of 119,908,950 Shares in issue as at the Latest Practicable Date.

- III-3 -

APPENDIX III

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any interests or short positions owned by any persons (other than the Directors or chief executives of the Company) in the Shares or underlying Shares of the Company which were required to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO or which were required to be recorded in the register of the Company required to be kept under Section 336 of the SFO, or who were, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company or any member of the Group.

4. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective associates had any interest in any business which competes or may compete, either directly or indirectly, with the business of the Group or has or may have any other conflicts of interest with the Group pursuant to the Listing Rules.

5. DIRECTORS' INTERESTS IN THE GROUP'S ASSETS AND CONTRACTS

Save for the investment management agreement entered into between the Company and Tiger Securities Asset Management Company Limited, of which Mr. Wu Ming Gai who is one of the executive Directors is also the responsible officer and director of Tiger Securities Asset Management Company Limited, as at the Latest Practicable Date, there was no other contract or arrangement subsisting in which any Director was materially interested and which was significant in relation to any business of the Group.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been since 31 December 2018 (being the date to which the latest published audited consolidated financial statements of the Group were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

6. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group which is not determinable by such member of Group within one (1) year without payment of any compensation (other than statutory compensation).

- III-4 -

APPENDIX III

GENERAL INFORMATION

7. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration proceedings of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

8. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert who has given opinions or advices which are contained in this Prospectus:

Name

Qualifications

World Link CPA Limited

Certified Public Accountants

World Link CPA Limited has given and confirmed that it has not withdrawn its written consent to the issue of this Prospectus with the inclusion herein of its letter, report, advice, opinion and/or references to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, World Link CPA Limited did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group.

As at the Latest Practicable Date, World Link CPA Limited did not have any interest, either directly or indirectly, in any assets which have been since 31 December 2018 (being the date to which the latest published audited consolidated financial statements of the Company were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

- III-5 -

APPENDIX III

GENERAL INFORMATION

9. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) have been entered into by the members of the Group within the two years immediately preceding the date of this Prospectus and are or may be material:

  1. An unsecured and unguaranteed loan at the rate of 8% per annum with principal amount of HK$30,000,000 dated 6 April 2018, entered into between the Company and its substantial shareholder, namely Mr. Chen Chien Yeh, which will mature on 6 October 2019;
  2. A renewal agreement dated 28 February 2018 and entered into between the Company and Tiger Securities Asset Management Company Limited, pursuant to which the investment management services provided by Tiger Securities Asset Management Company Limited to the Company was renewed for period from 28 February 2018 to 28 February 2019, and the fees of the investment management services above was 1% per annum on the net asset value as per the management account of the Company of the preceding month with an annual cap of HK$2,980,000 (the "Investment Management Service Agreement");
  3. A renewal agreement dated 28 February 2019 and entered into between the Company and Tiger Securities Asset Management Company Limited, pursuant to which the Investment Management Service Agreement shall be extended to 31 August 2019, with the same terms and conditions (excluding the service period) thereof;
  4. A further renewal agreement dated 28 August 2019 and entered into between the Company and Tiger Securities Asset Management Company Limited, pursuant to which the Investment Management Service Agreement shall be extended to 29 February 2020, and with effect from 1 September 2019 the fees of the investment services was changed from 1% to 0.8% per annum on the net asset value as per the management account of the Company of the preceding month with an annual cap of HK$2,980,000 thereof; and
  5. The Underwriting Agreement (including the Extension Letters).

10. EXPENSES

The expenses in connection with the Rights Issue, including financial advisory fees, underwriting commission, printing, registration, translation, legal and accountancy charges are estimated to be approximately HK$1.71 million, which are payable by the Company.

- III-6 -

APPENDIX III

GENERAL INFORMATION

11. CORPORATE INFORMATION AND PARTIES INVOLVED IN THE RIGHTS ISSUE

Registered office

:

Walkers Corporate (Bermuda) Limited

Park Place, 55 Par-la-Ville Road

3rd Floor, Hamilton HM 11

Bermuda

Head office and principal place of

:

Unit 1601, 16th Floor, South Tower

business in Hong Kong

Concordia Plaza

1 Science Museum Road

Tsim Sha Tsui, Kowloon

Hong Kong

Underwriter

:

China Fund Securities Limited

Unit A, 7/F., Li Dong Building

9 Li Yuen Street East

Central, Hong Kong

Financial advisers to the Company

Legal adviser to the Company as to Hong Kong law in relation to the Rights Issue

  • Green Park Corporate Finance Co., Limited 10/F
    238 Des Voeux Road Central Hong Kong; and
    Trinity Corporate Finance Limited Suite 7B, Two Chinachem Plaza 68 Connaught Road Central Hong Kong
  • Patrick Mak & Tse Rooms 901-9059/F Wing On Centre
    111 Connaught Road Central Hong Kong

Reporting accountant

:

World Link CPA Limited

5/F

Far East Consortium Building

121 Des Voeux Road Central

Hong Kong

- III-7 -

APPENDIX III

GENERAL INFORMATION

Principal bankers in Hong Kong

:

OCBC Wing Hang Bank Limited

Bank of China (Hong Kong) Limited

Bank of Communications Co., Limited

The Hongkong and Shanghai Banking Corporation

Limited

Principal share registrar

:

Walkers Corporate (Bermuda) Limited

Park Place, 55 Par-la-Ville Road

3rd Floor, Hamilton HM 11

Bermuda

Hong Kong branch share registrar

:

Computershare Hong Kong Investor Services Limited

and transfer office

Shops 1712-1716, 17th Floor, Hopewell Centre

183 Queen's Road East, Wan Chai

Hong Kong

Authorised representatives

:

Au Yeung Ming Yin Gordon

Room 4, 1/F., Oi Wai House

Tsz Oi Court, Tsz Wan Shan

Kowloon, Hong Kong

Wu Ming Gai

7th Floor

No. 16 King Kwong Street

Happy Valley, Hong Kong

Company secretary

:

Au Yeung Ming Yin Gordon

(a member of the Hong Kong Institute of Certified

Public Accountants)

Investment Manager

:

Tiger Securities Asset Management Company

Limited

B3 29/F TML Tower

3 Hoi Shing Road

Tsuen Wan, New Territories

Hong Kong

- III-8 -

APPENDIX III

GENERAL INFORMATION

12. DIRECTORS AND COMPANY SECRETARY

Executive Directors

Mr. Wu Ming Gai ("Mr. Wu"), aged 43, of 7/F., No. 16 King Kwong Street, Happy Valley, Hong Kong, joined the Company in July 2015. He was re-designated from a non-executive director to an executive director of the Company effective from 1 March 2016 and appointed as the chairman of the board of directors of the Company in February 2019. He is also a director of each subsidiary of our Company. Mr. Wu is one of the directors and responsible officers of Tiger Securities Asset Management Company Limited ("Tiger Securities") (as the investment manager of the Company since 1 March 2016). Mr. Wu is currently licensed under the SFC to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (assets management) regulated activities accredited to Tiger Securities. He has obtained the Honor Diploma of Accounting from the Hong Kong Shue Yan University in July 1999. He has over 12 years of management experience in fund accounting and asset management. He was the chief operating officer of Tiger Securities from 2007 to 2012 responsible for the overall operation of fund management. Since 2013, he has been the director of the same company responsible for the general management of regulated activities.

Ms. Chan Carman Wing Yan ("Ms. Chan"), aged 40, of Room A, 16/F., Tower 2, Ballafreer, 37 Repulse Bay Road, Hong Kong, was appointed as an executive director of the Company, and the chairman and a member of investment committee of the Company on 25 February 2019. She is one of the responsible officers of Bradbury Asset Management (Hong Kong) Limited ("BAM"). Ms. Chan is currently a licensed person to carry out type 9 (asset management) regulated activities under the SFO. Ms. Chan holds a Master of Business Administration Degree from the University of Wales, Newport, United Kingdom. She has previous work experiences in Hong Kong, Canada and Europe. She is experienced in dealing in securities, fund management, corporate management, corporate finance and managing investment companies listed under Chapter 21 of the Listing Rules. Before joining BAM as a responsible officer in 2016, Miss Chan acted as a type 4 (advising on securities) and type 9 (asset management) responsible officer, executive director and chief operating officer of Iridium Capital Limited, a SFC licensed corporation since 2015. From 2011 to 2015, Ms. Chan worked for CU Investment Management Limited, which was the investment manager of National Investments Fund Limited (stock code: 1227), a company listed on the Stock Exchange. Ms. Chan was an independent non-executive director of Zhi Cheng Holdings Limited (stock code: 8130), a company listed on GEM of the Stock Exchange, during the period from July 2015 to November 2017.

- III-9 -

APPENDIX III

GENERAL INFORMATION

Non-executive Directors

Mr. William Keith Jacobsen ("Mr. Jacobsen"), aged 53, of Flat B, LG/F., Block 5, 8 Mount Austin Road, Hong Kong, is a non-executive Director and member of investment committee of the Company since 17 November 2014. Mr. Jacobsen is the chief executive officer of a licensed corporation to advise on corporate finance matters. He obtained a Bachelor of Laws degree from the University of Hong Kong and a Master of Business Administration from the University of British Columbia. Mr. Jacobsen has more than 25 years of experience in corporate finance and business development. He was an executive director of Auto Italia Holdings Limited (formerly known as Wo Kee Hong (Holdings) Limited (stock code: 720) for the period from 1 January 2012 to 17 October 2015. He was a non-executive director of Ping An Securities Group (Holdings) Limited (formerly known as Madex International (Holdings) Limited) (stock code: 231) for the period from 12 August 2015 to 30 September 2016. He was also an independent non-executive director of King Stone Energy Group Limited (stock code: 663), Qingdao Holdings International Limited (formerly known as Hycomm Wireless Limited) (stock code: 499), Hongda Financial Holding Limited (formerly known as Perception Digital Holdings Limited) (stock code: 1822), China Financial Leasing Group Limited (stock code: 2312) and Sustainable Forest Holdings Limited (stock code: 723) for the period from 26 September 2008 to 30th September 2011, from 20 June 2008 to 27 September 2014, from 7 January 2013 to 29 August 2014, from 1 February 2013 to 30 April 2015 and from 4 January 2013 to 29 December 2017 respectively. Mr. Jacobsen is an independent non-executive director and the member of audit committee, remuneration committee and nomination committee of abc Multiactive Limited (stock code: 8131). He is an independent non-executive director and chairman of remuneration committee, a member of audit committee and nomination committee of KK Culture Holdings Limited (stock code: 550).

Mr. Chen Albert ("Mr. Chen"), aged 31, of Room 1801, Block 1, May Tower I, 7 May Road, Central Mid-Level, Hong Kong, was appointed as a non-executive director of the Company on 1 August 2018 and member of remuneration committee of the Company on 3 June 2019. He holds a Bachelor of Arts degree in Economics and Computer Science of University of Michigan in the United States of America. Mr. Chen is currently the head of blockchain department of a technology company in crypto-currency industry. He is also founder and chief consultant of a consultancy company, which provides advisory services on start-ups on physical product design, engineering and production. Mr. Chen has over 7 years' experience in his entrepreneurship. Mr. Chen is a son of Mr. Chen Chien Yeh, a substantial shareholder of the Company.

Mr. Wong Chung Yan Sammy ("Mr. Wong"), aged 55, of Flat F., 17/F., Block 2, Grandview Garden, Hammer Hill Road, Diamond Hill, Kowloon, Hong Kong, was appointed as an independent non-executive director of the Company on 23 March 2018, and re-designated as a non-executive director on 14 December 2018. He is currently a member of each of the audit committee, and nomination committee of the Company. Mr. Wong holds a Bachelor's degree in

- III-10 -

APPENDIX III

GENERAL INFORMATION

Social Science from the Chinese University of Hong Kong. He has over 28 years of financial planning & modeling, investment analysis & execution and project & liquidity management experience in banking and commercial industry. Mr. Wong had held senior management positions in various subsidiaries of certain companies listed in Hong Kong. He is now also a director of a private securities company in Hong Kong. Mr. Wong is currently a director of a subsidiary of the Company.

Independent Non-executive Directors

Ms. Chan Man Yi ("Ms. Chan"), aged 55, of Flat C, 9/F., La Place De Victoria, 632 King's Road, Hong Kong, was appointed as an independent non-executive director of the Company on 21 August 2018. She is currently the chairman and a member of each of the audit committee and the nomination committee of the Company and a member of the remuneration committee of the Company. Ms. Chan was graduated from the Hong Kong Polytechnic University with a Master's degree in professional accounting and has over 25 years of experience in pension and provident fund industry. Ms. Chan is a member of Hong Kong Institute of Certified Public Accountants. Ms. Chan was the company secretary of Glory Mark Hi-Tech (Holdings) Limited (stock code: 8159) from 4 December 2012 to 10 January 2019 and she is currently an independent non-executive director of Orient Securities International Holdings Limited (stock code: 8001), both companies are listed on the GEM of the Stock Exchange.

Ms. Leung Yin Ting ("Ms. Leung"), aged 38, of Flat 213, 2/F., Block M, Kornhill, Quarry Bay, Hong Kong, was appointed as an independent non-executive director of the Company on 14 December 2018. She is currently a member of each of the audit committee and remuneration committee of the Company. Ms. Leung is a barrister in Hong Kong and was called to the Bar of Hong Kong in 2013. She is currently an associate member of Hong Kong Institute of Certified Public Accountants ("HKICPA") and has achieved the specialist qualification in insolvency of HKICPA in 2016. Ms. Leung obtained a Bachelor degree of Laws from University of Warwick, the United Kingdom in 2004, and Postgraduate Certificate in Laws from the University of Hong Kong in 2006. Before pursuing her career in Law, she has more than four years' audit experience in the leading accounting firms in Hong Kong.

- III-11 -

APPENDIX III

GENERAL INFORMATION

Mr. Jiang Qian ("Mr. Jiang"), aged 41, of Flat B, 3/F., Block 1, 1 Coronation Terrance, Mid-levels, Hong Kong, was appointed as an independent non-executive director of the Company on 14 December 2018. He is currently the chairman and a member of remuneration committee of the Company and a member of the nomination committee of the Company. From September 2007 to November 2009, Mr. Jiang worked at an attorney at Davis Polk & Wardwell LLP, where he was involved in the public offering and bond issuance. From January 2010 to November 2011, he worked as a counsel at King & Wood Law Firm (金杜律師事務所), where his practice focuses on capital market and public offerings. From January 2012 to January 2015, he served as a managing director at Bank of New York Mellon, where he was responsible for the management of its legal affairs. From February 2015 to December 2015, Mr. Jiang served as a managing director at China Commodity Merchant Trading Group Limited, a subsidiary of Elion Resources Group (億利資源集 團), a company mainly engaged in ecological restoration and clean energy, where he was responsible for its investment and financing in Hong Kong. From December 2015 to June 2018, he served as co-head of the legal department at China Great Wall AMC (International) Holdings Company Limited (中國長城資產(國際)控股有限公司) (formerly known as Great Wall Pan Asia International Investment Company Limited (長城環亞國際投資有限公司)), a company mainly engaged in property investment and financial business, where he was responsible for the management of its legal affairs in Hong Kong. Since November 2018, he has been serving as a partner at Addleshaw Goddard (Hong Kong) LLP, where his practice focuses on debt capital markets and special situation transactions such as restructuring. Mr. Jiang obtained his bachelor's degree in economic law from East China University of Political Science and Law (華東政法大學) in the PRC in July 1999, and his master of laws degree from Northwestern University in the United States in June 2007. Mr. Jiang obtained the legal professional qualification certificate in the PRC in February 2000 and was admitted and licensed to practise as an attorney and counselor in the state of New York of the United States in July 2008. Mr. Jiang is currently an independent non-executive director of China Gingko Education Group Company Limited (stock code: 1851).

Company Secretary

Mr. Au Yeung Ming Yin Gordon ("Mr. Au Yeung"), of Room 4, 1/F., Oi Wai House, Tsz Oi Court, Tsz Wan Shan, Kowloon, Hong Kong, has been appointed as the company secretary of the Company since 1 February 2019. He is a member of HKICPA. He obtained a degree in Bachelor of Business (Business Administration) from the RMIT University in Australia and a post-graduate diploma in Professional Accounting from the Hong Kong Baptist University. He has extensive experiences in auditing, financing, company secretarial and accounting. Prior to joining the Company, Mr. Au Yeung served as director, company secretary and chief financial officer of various companies listed on the GEM and the main board of the Stock Exchange.

- III-12 -

APPENDIX III

GENERAL INFORMATION

13. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS

Investment Objective and Policies

The investment objective of the Company is to achieve an enhanced earnings stream and capital appreciation from its investments.

The Company has adopted the following investment policies:

  1. the Company may, at its sole discretion, invest in any securities, listed or unlisted, including warrants, money market instruments, bank deposits, currency investments, commodities, options, convertible securities, futures contracts and precious metals or any other forms of investments in securities which would enable the Company to achieve good income or capital appreciation.
  2. the Company may, for hedging purposes only, buy, write or sell warrants, covered warrants, options or traded options on its underlying investments. The Company may also buy or sell futures contracts on stock indices or shares (if any) as a means to hedge against adverse price movements of its investments.
  3. in order to hedge against interest rate risks, the Company may enter into forward interest rate agreements, interest rates and US treasury bond futures contracts and interest rate swaps. The Company may also, for hedging purpose only, purchase and write (sell) put or call options or options on futures on interest rates. The Company will only engage in transactions in options and futures which are traded on a recognized securities or futures exchange.
  4. cash pending investment, reinvestment or distribution will be placed in bank deposits in any currency, obligations of the governments of the United States of America or Hong Kong, their respective agencies or instrumentalities, or securities and other instruments denominated in any currency issued by various governments or international development agencies.

The investment objective as set out above cannot be altered without Shareholders' approval pursuant to the memorandum and articles of association, and by-laws of the Company. All the above investment policies can be altered without Shareholders' approval.

- III-13 -

APPENDIX III

GENERAL INFORMATION

Investment Restrictions

The Company may not:

  1. either on its own or in conjunction with any connected person, take legal, or effective, management control of any company or other entity in which it invests or controls more than 30% (or such other percentage as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) of the voting rights in such company or other entity; and
  2. invest in any company or other entity if as a result, more than 20% of the Company's net asset value as at the date of such investment would be invested in any one such company or other entity.

If a percentage restriction on investment or use of assets set forth above is adhered to at the time a transaction is effected, later changes will not be considered a violation of the restriction. None of the above limitations will prohibit the Company from investing in wholly-owned subsidiaries of the Company for the purpose of making investments but if the Company establishes any such subsidiaries the limitations will apply on a consolidated basis.

The investment restrictions numbered (a) and (b) above are required by Rule 21.04(3)(a) and

  1. of the Listing Rules, which must not be changed at all while the Company remains listed on the Stock Exchange.

As at the Latest Practicable Date, the Company had no intention to invest in options, warrants, commodities, future contracts and precious metals.

- III-14 -

APPENDIX III

GENERAL INFORMATION

14. INVESTMENT PORTFOLIO

Set out below are the details of all the investments of the Group (which are less than ten investments) as at 31 December 2018, which include all listed investments and all other investments with a value of more than 5% of the Group's gross assets as at 31 December 2018. Save for the investments disclosed herein, there are no other listed investments or other investments with a value of more than 5% of the Company's gross assets as at 31 December 2018:

  1. As at 31 December 2018, details of the Group's major listed equity securities are as follows:

Accumulated

fair value

losses on

investment

recognised in

Dividend

Net assets

the

Market value

income

attributable to

consolidated

as at

received

the investment

financial

Proportion

Cost up to 31

31 December

during the

as at

statements

Name of

of investee's

December

2018

financial

31 December

during the

Notes

Investee Company

capital owned

2018

HK$'000

year

2018

financial year

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

1

On Real International

6.04%

27,645

13,918

Nil

4,723

(13,727)

Holdings Limited

2

Classified Group

1.62%

55,131

8,404

Nil

1,473

(46,727)

(Holdings) Limited

3

Time2U International

8.12%

1,658

1,178

Nil

51

(480)

Holdings Limited

4

China 33 Media Group

0.90%

1,605

1,036

Nil

5

(569)

Limited

5

Kinetix System Holding

0.41%

41,190

5,767

Nil

168

(35,423)

Limited

- III-15 -

APPENDIX III

GENERAL INFORMATION

Notes:

    1. On Real International Holdings Limited is principally engaged in the trading and manufacturing of two-way radio, baby monitors and other communication devices.
    2. Classified Group (Holdings) Limited is engaged in the business of food and beverage with primary focus on offering western cuisine.
    3. Time2U International Holdings Limited is principally engaged in the manufacture and sales of own-branded watches, OEM watches and third party watches.
    4. China 33 Media Group Limited is mainly engaged in film investment, money business and advertising services.
    5. Kinetix System Holding Limited is mainly engaged in provision of information technology infrastructure solution services.
  1. As at 31 December 2018, details of major unlisted convertible bonds are as follows:

Accumulated fair

Interest income

value losses on

Name of

Cost up to

recognised during

investment during

Fair value as at

Notes

Investee Company

31 December 2018

the financial year

the financial year

31 December 2018

HK$'000

HK$'000

HK$'000

HK$'000

1

Profit Gain Finance Limited

20,000

1,800

3,634

19,625

2

HF Financial Group (Hong Kong)

19,700

1,575

(1,856)

20,090

Limited

Notes:

  1. Profit Gain Finance Limited is principally engaged in money lending business.
  2. HF Financial Group (Hong Kong) Limited is principally engaged in security brokerage and asset management business.

- III-16 -

APPENDIX III

GENERAL INFORMATION

  1. As at 31 December 2018, details of the Group's loan notes are as follows:

Interest

Subscription

Impairment

income

amount

Interest

loss

Carrying

recognised

up to

receivables

recognised

amount as at

during

Name of

31 December

during the

during the

31 December

the financial

Notes

Investee Company

2018

financial year

financial year

2018

year

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

1

Zhongda International Holdings

3,000

357

514

2,843

255

Limited

1

Zhongda International Holdings

3,000

189

514

2,675

255

Limited

1

Zhongda International Holdings

5,500

342

943

4,899

342

Limited

2

深圳達隆通用包裝機械

24,000

316

1,604

22,712

316

有限公司

3

深圳達隆包裝機械設備

24,000

315

1,417

22,898

315

有限公司

Notes:

  1. Zhongda International Holdings Limited is principally engaged in trading of consumer electronic products.
  2. 深圳達隆通用包裝機械有限公司 is principally engaged in developing and designing mechanical equipment.
  3. 深圳達隆包裝機械設備有限公司 is principally engaged in providing integrated R&D, design, sales and after-sales service in packaging equipment.

As at 31 December 2018, the five trenches of loan notes above have provision for impairment of HK$4,992,000, which was based on the valuation conducted by the independent professional valuers appointed by the Company.

- III-17 -

APPENDIX III

GENERAL INFORMATION

  1. As at 31 December 2018, details of major investment in private equity are as follows:

Net assets

Dividend

attributable to

Accumulated

income

the investment

gain/loss on

Fair value

Proportion of

Cost up to

received

as at

investment

as at

Name of

investee's

31 December

during the

31 December

during the

31 December

Notes

Investee Company

capital owned

2018

financial year

2018

financial year

2018

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

1

HF Pre-IPO Fund

39.25%

19,001

Nil

13,541

(5,459)

13,542

2

HF Finance Limited

18.18%

8,000

Nil

(18)

(1,824)

6,176

3

Perfect Path Limited

20.00%

18,500

Nil

30,479

10,500

29,000

Notes:

  1. HF Pre-IPO Fund is a private equity fund incorporated in the Cayman Islands.
  2. HF Finance Limited is principally engaged in money lending business.
  3. Perfect Path, which are engaged in and gold mining business.

15. DISTRIBUTION POLICY

The Company's investment objective is to achieve capital appreciation and, accordingly, the

Company's investment portfolio is not expected to generate significant income. It is therefore not expected that the Company will have significant (if any) dividend income after expenses available for distribution by way of dividend and therefore the Company does not expect to declare dividend. Any declaration of distributions will be made at the discretion of the Directors and may be either from profit, reserves of the Company (including Share premium account) or any amount lawfully available for distribution.

16. FOREIGN EXCHANGE POLICY

The Company's investments may be denominated in currencies other than HK$. As such, it may receive income, or make payments in foreign currency and is therefore subject to exchange rate fluctuations. The Group at present does not have any contracts to hedge against its foreign exchange risks. Should the Group consider its exposure and fluctuation in foreign currency justify hedging, the Group may use forward or hedging contracts to reduce the risks.

- III-18 -

APPENDIX III

GENERAL INFORMATION

17. TAXATION

The principal taxes on income and capital gains of the Company and its subsidiaries are subject to the fiscal laws and practice of Hong Kong. Prospective investors should consult their own professional advisers on the tax implications of investing, holding or disposing of the Shares or of exercising any rights attached to them under the laws of the jurisdiction in which they are liable to taxation.

18. BORROWING POWERS

The Board may exercise all the powers of the Company to raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party, save and except that the aggregate amount of all moneys borrowed by the Company (including the amount of any loan capital and debentures) which remains outstanding from time to time may not exceed an amount representing 50% of the net asset value at the time when a borrowing is made. The above borrowing restriction may be altered by an ordinary resolution of the Company.

19. INFORMATION OF THE INVESTMENT MANAGER

As at the Latest Practicable Date, the investment manager of the Company was Tiger Securities Asset Management Company Limited, of B3 29/F., TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong, a company incorporated in Hong Kong with limited liability and a licensed corporation registered under the SFO to engage in Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO.

The name, address and description of each of the directors of Tiger Securities are as follows:

  1. Mr. Wu Ming Gai ("Mr. Wu"), of 7th Floor, No. 16 King Kwong Street, Happy Valley, Hong Kong aged 43, is one of the directors and responsible officers of Tiger Securities Asset Management Company Limited. Mr. Wu is also an executive Director of the Company. For further details of Mr. Wu, please refer to the paragraph headed "Directors and Company Secretary" in this appendix.

- III-19 -

APPENDIX III

GENERAL INFORMATION

  1. Mr. Choy Pak Lun ("Mr. Choy"), of Room A3, 436 Tai Kei Leng, Yuen Long, New Territories, Hong Kong, aged 33, is one of the directors and responsible officers of Tiger Securities Asset Management Company Limited. Mr. Choy is currently licensed under the SFC to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (assets management) regulated activities accredited to Tiger Securities Asset Management Company Limited. He holds the Bachelor of Arts with Honors Accounting and Financial Management Studies from University of Gloucestershire. He has over 9 years of comprehensive experience in the financial industry. He worked for Kwong Fat Hong Securities Limited and Well & Well JP Capital Group Limited as accounting staff from September 2009 to April 2011 and April 2011 to February 2013 respectively. He joined Tiger Securities Asset Management Company Limited as senior account executive on February 2013, from April 2016, he re-designated as responsible officer of Tiger Securities Asset Management Company Limited.

None of the Directors, the directors of the investment manager, any investment adviser or any distribution company, or any associate of any of those persons, is or will become entitled to receive any part of any brokerage charged to the Company, or any re-allowance of other types on purchases charged to the Company.

On 28 August 2019, the Company and Tiger Securities Asset Management Company Limited have further renewed the investment management agreement, pursuant to which Tiger Securities Asset Management Company Limited has agreed to provide investment management services to the Company for the period from 31 August 2019 to 29 February 2020.

The management fees payable by the Company to Tiger Securities Asset Management Company Limited under the renewed investment management agreement above shall be 0.8% per annum on the net asset value as per the management account of the Company of the preceding month with an annual cap of HK$2,980,000.

Tiger Securities Asset Management Company Limited will provide investment management services to the Company under the renewed investment management agreement including: (i) identify and analyse investment opportunities relating to assets for the Company; (ii) be responsible for arranging all aspects of the implementation of a decision to invest assets in an authorised investment; (iii) monitor and keep under review, or procure suitable persons to monitor and keep under review all the investments relating to assets made on behalf of the Company; (iv) calculate the net asset value and with any valuation methods adopted by the Board as at each valuation date, provide such calculation by request to the Board and the shareholders of the Company and arrange for publication of the same in accordance with the requirements of the Listing Rules on or before the fifteenth (15th) day after each valuation date; (v) place the liquid assets of the Company not invested in the authorised investment in time deposits, money market

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APPENDIX III

GENERAL INFORMATION

instruments or other instruments Tiger Securities Asset Management Company Limited believes would yield a reasonable return at a relatively lower level of risk while offering high liquidity; (vi) if required by the Board, negotiate for borrowing arrangements and, if so authorised by the Board, implement such arrangements; and (vii) keep the Board fully informed as to the discharge of its powers and responsibilities thereunder.

20. RISK FACTORS OF INVESTING IN THE COMPANY

Shareholders and potential investors should be aware that an investment in the Company involves certain degree of risk. These risks include the following:

  1. the Company's success is dependent on a number of factors which include the general economic and political conditions in the global capital market and properties market;
  2. it is expected that a significant part of the Company's investment portfolio can comprise unlisted investments which may not be readily realisable;
  3. the Group's portfolio comprises significant investments in listed equities in the Hong Kong market and global market. A significant down turn of the Hong Kong stock market or any stock market, or any significant rise in interest rate can considerably impair the value of the Group's equities investments. Strength of other asset class such as commodity and precious metals may also make equities investment less attractive to investors, and hence value in equities;
  4. the Group has significant investment in bonds issued by Hong Kong and the PRC issuers denominated in HK$ and RMB. Any significant rise in interest rates in Hong Kong and/or the global capital market may considerably impair the value of the Group's bond investments. The Group intends to hold the bonds until the issuers are obligated to repay or redeem them, therefore, any tightening of credit in the Hong Kong or global capital markets may cause default of obligations by the issuers; and
  5. the Group may purchase real estate properties or interests in real estate properties investment in Hong Kong or other markets in the future. Interest rates at present are at a rather low level, but future rise in interest rates as well as an anticipated rise in unemployment may cause properties value to decline.

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APPENDIX III

GENERAL INFORMATION

  1. MISCELLANEOUS
    1. As at the Latest Practicable Date, there was no restriction affecting the remittance of profit or repatriation of capital of the Company into Hong Kong from outside Hong Kong.
    2. The head office and principal place of business of the Company are Unit 1601, 16th Floor, South Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong.
    3. The Company's Registrar is Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan chai, Hong Kong.
    4. The registered office of the Company is Walkers Corporate (Bermuda) Limited Park Place, 55 Par-la-Ville Road, 3rd Floor, Hamilton HM 11, Bermuda.
    5. The company secretary of the Company is Mr. Au Yeung Ming Yin Gordon, who is a member of the Hong Kong Institute of Certified Public Accountants.
    6. The English text of this Prospectus and the accompanying form of proxy shall prevail over the Chinese text in case of any inconsistency.
  2. LEGAL EFFECT

The Prospectus Documents and all acceptances of any offer or application contained therein and governed by and shall be constructed in accordance with the laws of Hong Kong. The Prospectus Documents shall have the effect, if an application is made in pursuance hereof, of rendering all persons concerned bound by all provisions (other than the penal provisions) of Section 44A and 44B of the Companies (WUMP) Ordinance so far as applicable.

23. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG

A copy of each of the Prospectus Documents and the written consent referred to in the paragraph headed "8. Qualification and Consent of Expert" in this appendix have been delivered to the Registrar of Companies in Hong Kong for registration as required by Section 342C of the Companies (WUMP) Ordinance.

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APPENDIX III

GENERAL INFORMATION

24. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection during normal business hours on any weekday (except for Saturday, Sunday and public holidays) at the principal place of business in Hong Kong of the Company at Unit 1601, 16th Floor, South Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong from the date of this Prospectus up to and including the Latest Time for Acceptance:

  1. the bye-laws of the Company;
  2. the annual reports of the Company for the last three financial years ended 31 December 2018;
  3. the unaudited pro forma financial information of the Group, the text of which is set out on pages II-1 to II-6 of this Prospectus;
  4. the written consent of the expert as referred to in the paragraph headed "8. Qualification and Consent of Expert" in this appendix;
  5. the material contracts referred to in the paragraph headed "9. Material Contracts" in this appendix;
  6. the Circular; and
  7. this Prospectus.

- III-23 -

Disclaimer

Huge China Holdings Limited published this content on 24 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 September 2019 09:31:05 UTC

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