Sunlight Technology : PLACING OF NEW SHARES UNDER GENERAL MANDATE

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

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

SUNLIGHT TECHNOLOGY HOLDINGS LIMITED ଉᔝ߅ҦછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1950)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

ഐλᗇՎϞࠢʮ̡

GET NICE SECURITIES LIMITED

PLACING OF NEW SHARES UNDER GENERAL MANDATE

On 22 March 2021 (after trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent whereby the Company conditionally agreed to place, through the Placing Agent, on a best effort basis, up to 200,000,000 new Shares to not less than six independent Placees at the Placing Price of HK$0.240 per Placing Share.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and completion of the Placing, the maximum number of Placing Shares represents 20.00% of the Company's existing issued share capital and approximately 16.67% of the Company's issued share capital as enlarged by the allotment and issue of the maximum number of Placing Shares.

The Placing Price of HK$0.240 per Placing Share represents (i) a discount of approximately 14.28% to the closing price of HK$0.280 per Share as quoted on the Stock Exchange on 22 March 2021, being the date of the Placing Agreement; and (ii) a discount of approximately 13.67% to the average closing price of HK$0.278 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Placing Agreement.

The gross proceeds from the Placing will be HK$48.0 million. The Company intends to use the entire net proceeds of approximately HK$46.5 million from the Placing as general working capital and future investment of the Group as and when opportunities arise but no specific investment targets have been identified yet as at the date of this announcement.

The Placing is conditional upon, among others, the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares.

As completion of the Placing is subject to the satisfaction of a number of conditions, the Placing may or may not proceed. Shareholders and the potential investors are reminded to exercise caution when dealing in the Shares.

The Board is pleased to announce that on 22 March 2021, the Placing Agreement was entered into between the Company and the Placing Agent. Summarised below are the principal terms of the Placing Agreement.

THE PLACING AGREEMENT

Date

22 March 2021 (after trading hours of the Stock Exchange)

Parties

The Company and the Placing Agent

Placing Agent

Get Nice Securities Limited, the Placing Agent, has conditionally agreed to place up to 200,000,000 Placing Shares on a best effort basis and in consideration thereof, it will receive a placing commission of 2.5% on the gross proceeds actually raised in the Placing upon completion of the Placing. The Directors are of the view that the placing commission accords with the market rate and is fair and reasonable.

To the best of the Directors' knowledge and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are third parties independent of, and not acting in concert (as defined in the Takeovers Code) with, the Company and its connected persons.

Placees

The Placing Agent will place the Placing Shares to not less than six independent Placees, being professional, institutional or other investors, who and whose ultimate beneficial owners are third parties independent of, and not acting in concert (as defined in the Takeovers Code) with, the Company and its connected persons. It is expected that none of the Placees will become a substantial Shareholder (as defined in the Listing Rules) immediately after completion of the Placing.

Number of Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of Placing Shares of 200,000,000 new Shares represent 20.00% of the Company's existing issued share capital and approximately 16.67% of the Company's issued share capital as enlarged by the allotment and issue of the maximum number of Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be US$100,000.

Placing Price

The Placing Price of HK$0.240 per Placing Share represents (i) a discount of approximately 14.28% to the closing price of HK$0.280 per Share as quoted on the Stock Exchange on 22 March 2021, being the date of the Placing Agreement; and (ii) a discount of approximately 13.67% to the average closing price of HK$0.278 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Placing Agreement.

On such basis, the net placing price under the Placing will be approximately HK$0.2325 per Placing Share. The Placing Price, which was agreed after arm's length negotiation between the Company and the Placing Agent, was determined with reference to the prevailing market price of the Shares. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Placing Shares.

General Mandate

The Placing Shares will be allotted and issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the AGM pursuant to which the Directors are allowed to allot and issue up to 20% of the issued share capital of the Company as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 200,000,000 new Shares.

As at the date of this announcement, no new Shares have been issued and allotted pursuant to the General Mandate. Accordingly, the allotment and issue of the Placing Shares is not subject to further Shareholders' approval.

Conditions of the Placing

Completion of the Placing is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares; and

• (ii) the transactions contemplated by the Placing Agreement not being prohibited by law or regulation or interpretation thereof (including without limitation, any statute, order, rule, regulation, request, judgement or directive promulgated or issued by any legislative, executive, judicial or regulatory body or authority) in Hong Kong or other jurisdiction which is applicable to the Company or the Placing Agent.

If any of the conditions is not fulfilled on or prior to the Long Stop Date or such later date as may be agreed between the Company and the Placing Agent, the Placing Agreement shall terminate and none of the parties shall have any claim against the other for costs, damages, compensation or otherwise save for any antecedent breaches of the Placing Agreement.

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

Termination of the Placing

The Placing Agent may terminate the Placing Agreement without any liability to the Company, by notice in writing to the Company at any time prior to the Completion Date upon the occurrence of any of the following events which, in the reasonable opinion of the Placing Agent, has or may have a material adverse effect on the business or financial conditions, affairs or prospects of the Company or the Group taken as a whole or the success of the Placing or otherwise makes it inappropriate, inadvisable or inexpedient to proceed with the Placing on the terms and in the manner contemplated in the Placing Agreement:

• (A) there develops, occurs or comes into force:

  • (i) any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date of the Placing Agreement) and including an event or change in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature, resulting in a material change in, or which may result in a material change in, political, economic, fiscal, financial, regulatory or stock market conditions; or

  • (ii) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise; or

  • (iii) any material change in conditions of local, national or international securities markets; or

  • (iv) any new law or regulation or change in existing laws or regulations or any change in the interpretation or application thereof by any court or other competent authority in Hong Kong or any other jurisdiction relevant to the Group; or

  • (v) a change or development involving a prospective change in taxation or exchange control (or the implementation of exchange control) in Hong Kong, or elsewhere; or

  • (vi) any litigation or claim being instigated against the Company or any member of the Group, which has or may have a material adverse effect on the business or financial position of the Group; or

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

• (C) there is any adverse change in the financial position of the Company which is material in the context of the Placing;

then and in any such case, the Placing Agent may terminate the Placing Agreement without liability to the Company by giving notice in writing to the Company provided that such notice is received prior to the Long Stop Date.

Upon the giving of the above mentioned notice by the Placing Agent to the Company, all obligations of each of the parties under the Placing Agreement shall cease and determine and no party shall have any claim against the other party in respect of any matter arising out of or in connection with the Placing Agreement except for any antecedent breach of any obligation under the Placing Agreement and outstanding liabilities under the terms of the Placing Agreement.

Completion of the Placing

Completion of the Placing shall take place on the Completion Date.

As completion of the Placing is subject to the satisfaction of the conditions under the Placing Agreement, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in faux leather chemicals business.

The gross proceeds from the Placing will be HK$48.0 million. Upon completion of the Placing, it is expected that such net proceeds of approximately HK$46.5 million from the Placing will be utilized for general working capital and future investment of the Group as and when opportunities arise but no specific investment targets have been identified yet as at the date of this announcement.

The Directors are of the view that the Placing will enlarge the shareholder base and the capital base of the Company. In addition, the net proceeds of the Placing will strengthen the Group's financial position for the future development of the Group. Accordingly, the Directors consider that the Placing is in the interests of the Company and the Shareholders as a whole.

EQUITY FUND RAISING ACTIVITIES DURING THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past twelve months immediately preceding the date of this announcement.

EFFECT ON SHAREHOLDING STRUCTURE

The shareholding structures of the Company (i) as at the date of this announcement; (ii) immediately after completion of the Placing of the maximum number of Placing Shares (assuming there is no change in the share capital of the Company between the date of this announcement and completion of the Placing) are set out below for illustration purpose:

Immediately after the completion of the PlacingAs at the date of this announcement

of the maximum number of Placing Shares

Number of

SharesApproximate %

Number of

SharesApproximate %

Shareholders

Sunlight Global Investment

Limited ("Sunlight Global") (Note 1)

495,350,000

49.54

495,350,000 41.28

Lilian Global Investment Limited

("Lilian Global") (Note 2)

Sub-total

170,150,000 665,500,000

17.01 66.55

170,150,000 14.18

665,500,000 55.46

Public Shareholders:

Placees

-

Others

Total

334,500,000 1,000,000,000

- 33.45

200,000,000 16.67

334,500,000 27.87

100.00 1,200,000,000 100.00

Notes:

• 1. The issued voting share capital of Sunlight Global are held as to 61.20% by Mr. Chen Hua, 13.24% by Ms. Zhu Jianqin, 13.24% by Mr. Li Xiangyu, 9.24% by Mr. He Zhangcai, 2.14% by Mr. Chen

  Yong, 0.54% by Mr. Cai Jianming and 0.40% by Mr. Zhao Xuesheng.

• 2. Lilian Global is wholly and beneficially owned by Ms. Liu Jing.

DEFINITIONS

In this announcement, the following terms shall have the meanings ascribed to them below unless the context otherwise requires:

"acting in concert"	has the meaning ascribed to it under the Takeovers Code
"AGM"	the annual general meeting of the Company held on 3 June 2020
"Board"	the board of Directors
"Business Day"	any day (excluding Saturdays, Sundays or public holiday) on
which banks are generally open for business in Hong Kong
"Company"	Sunlight Technology Holdings Limited, a company incorporated
in the Cayman Islands with limited liability and the Shares of
which are listed on the Main Board of the Stock Exchange (stock
code: 1950)
"Completion Date"	means a day as soon as possible following the satisfaction of
all the conditions of the Placing and in any event not later than
five (5) Business Days after the satisfaction of the conditions of
the Placing (or such other date as the Company and the Placing
Agent may agree in writing) and on which completion of the
Placing will take place
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	director(s) of the Company
"General Mandate"	the mandate granted to the Directors by the Shareholders at the
AGM to allot, issue and deal with up to 20% of the then total
number of issued Shares
"Group"	the Company and its subsidiaries
"Hong Kong"	Hong Kong Special Administrative Region of the People's
Republic of China

"Listing Committee"	has the meaning ascribed thereto in the Listing Rules
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Long Stop Date"	15 April 2021 or such later date as the Company and the Placing
Agent shall agree
"Placee(s)"	any professional, institutional or other investors procured by the
Placing Agent to subscribe for any of the Placing Shares pursuant
to the Placing Agreement
"Placing"	placing of up to 200,000,000 new Shares by the Placing Agent
on a best effort basis pursuant to the terms of the Placing
Agreement
"Placing Agent"	Get Nice Securities Limited, a licensed corporation to carry on
business in type 1 regulated activity (dealing in securities), type
4 regulated activity (advising on securities), type 6 regulated
activity (advising on corporate finance) and type 9 regulated
activity (asset management) under the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong)
"Placing Agreement"	a conditional placing agreement dated 22 March 2021 and entered
into between the Company and the Placing Agent in relation to
the Placing
"Placing Price"	HK$0.240 per Placing Share
"Placing Share(s)"	up to 200,000,000 new Shares to be placed under the Placing
"Shareholder(s)"	holder(s) of the Share(s)
"Share(s)"	ordinary share(s) of US$0.0005 each in the share capital of the
Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers

"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"US$"	United States dollars, the lawful currency of the United States of
America
"%"	per cent.
Hangzhou, PRC, 22 March 2021

By Order of the Board of Sunlight Technology Holdings Limited

Liu Jing

Chairman

As at the date of this announcement, the Board comprises Ms. Liu Jing, Mr. Chen Hua, Ms. Zhu Jianqin and Mr. Li Xiangyu as executive Directors; Mr. Tian Jingyan, Mr. Ho Ho Tung Armen and Ms. Yu Zhen as independent non-executive Directors.