Somerley Capital Holdings Limited 新百利融資控股有限公司

Transcription

1 Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the prospectus of Somerley Capital Holdings Limited ( 新百利融資控股有限公司 )(the Company ) dated 15 March 2017 (the Prospectus ). This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares or other securities of the Company. Potential investors should read the Prospectus carefully for detailed information about the Hong Kong Public Offering described below before deciding whether or not to invest in the Offer Shares thereby being offered. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited ( Stock Exchange ) and Hong Kong Securities Clearing Company Limited ( HKSCC ) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and District of Colombia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the U.S. Securities Act ). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. The Shares are being offered and sold outside the United States as offshore transactions in accordance with Regulation S under the U.S. Securities Act. Prospective investors of the Offer Shares should note that pursuant to the termination provisions contained in the Underwriting Agreement, Halcyon Securities (for itself and on behalf of the Underwriters), has the right, in certain circumstances, in its absolute determination, to terminate their obligations under the Underwriting Agreement by giving notice to the Company, upon the occurrence of any of the events set out in the section headed Underwriting Underwriting arrangements Grounds for Termination of the Prospectus at any time prior to 8:00 a.m. on 28 March Somerley Capital Holdings Limited 新百利融資控股有限公司 (Incorporated in the Cayman Islands with limited liability) LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF HONG KONG PUBLIC OFFERING Number of Offer Shares : 35,000,000 Offer Shares Offer Price : HK$2.05 per Offer Share, excluding brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005% Nominal value : HK$0.01 per Share Stock code : 8439 Joint Sponsors Joint Lead Managers Halcyon Capital Limited Halcyon Securities Limited ANNOUNCEMENT OF OFFER PRICE AND ALLOTMENT RESULTS 1

2 SUMMARY. The Offer Price has been determined at HK$2.05 per Offer Share (excluding brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%).. Based on the Offer Price of HK$2.05 per Offer Share, the net proceeds from the Hong Kong Public Offering to be received by the Company, after deduction of the professional fees, underwriting commissions and other fees payable by the Company in connection with the Hong Kong Public Offering and the Listing, is estimated to be approximately HK$56.4 million. For details regarding use of net proceeds, please refer to the paragraphs headed Offer Price and Net Proceeds from the Hong Kong Public Offering in this announcement.. The Offer Shares initially offered have been over-subscribed. A total of 2,046 valid applications have been received pursuant to the Hong Kong Public Offering on WHITE and YELLOW Application Forms and through giving electronic application instructions to HKSCC via CCASS for a total of 95,048,000 Offer Shares, representing approximately 2.7 times of the total number of 35,000,000 Offer Shares initially available for subscription under the Hong Kong Public Offering.. The final Offer Price, the level of applications under the Hong Kong Public Offering and the basis of allocation of the Offer Shares are published on Monday, 27 March 2017 on the Stock Exchange s website at and the Company s website at The results of allocations and the Hong Kong identity card/passport/hong Kong business registration numbers of successful applicants under the Hong Kong Public Offering will be available at the times and dates and in the manner specified below:. in the announcement to be published on the Stock Exchange s websiteatwww.hkexnews.hk and the Company s website at by no later than 8:00 a.m. on Monday, 27 March 2017;. from the designated results of allocations website at with a search by ID function on a 24-hour basis from 8:00 a.m. on Monday, 27 March 2017 to 12:00 midnight on Sunday, 2 April 2017;. by telephone enquiry line by calling between 9:00 a.m. and 6:00 p.m. from Monday, 27 March 2017 to Thursday, 30 March 2017 on a Business Day; and. in the special allotment results booklets which will be available for inspection during opening hours from Monday, 27 March 2017 to Wednesday, 29 March 2017 at all the receiving bank designated branches as set out in the paragraphs headed Results of Allocations in this announcement. 2

3 . Applicants who have applied for 1,000,000 or more Offer Shares using WHITE or YELLOW Application Forms and have provided all information required by their Application Forms, may collect their share certificate(s) and/or refund cheque(s) (where applicable) in person (except pursuant to applications made using YELLOW Application Forms where the share certificate(s) will be deposited into CCASS) from Union Registrars Limited, at Suites , 33/F., Two Chinachem Exchange Square, 338 King s Road, North Point, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Monday, 27 March 2017 or such other date as announced by the Company.. Share certificates (if any) for Offer Shares allotted to applicants using YELLOW Application Forms and those who applied by giving electronic application instructions to HKSCC via CCASS are expected to be deposited into CCASS for credit to their CCASS Investor Participant s stock accounts or the stock accounts of their designated CCASS Participants, as appropriate, on Monday, 27 March 2017 or, in the event of a contingency, on any other date determined by HKSCC or HKSCC Nominees.. Refund of the application monies (if any) in respect of wholly or partially unsuccessful applications and/or difference between the Offer Price and the maximum Offer Price per Offer Share initially paid on application (including brokerage fee, SFC transaction levy and the Stock Exchange trading fee but without interest) made via giving electronic application instructions to HKSCC will be credited to their designated bank accounts or the designated bank accounts of their brokers or custodians on Monday, 27 March Share certificates for the Offer Shares will only become valid certificates of title at 8:00 a.m. on Tuesday, 28 March 2017 provided that (a) the Hong Kong Public Offering has become unconditional in all respects; and (b) the right of termination described under the section headed Underwriting Underwriting arrangements Grounds for Termination in the Prospectus has not been exercised.. No temporary document of title will be issued in respect of the Offer Shares. No receipt will be issued for sums paid on application for the Offer Shares.. Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. on Tuesday, 28 March 2017, dealings in the Shares on GEM are expected to commence at 9:00 a.m. on Tuesday, 28 March The Shares will be traded in board lots of 2,000 Shares each. The stock code of the Company is OFFER PRICE AND NET PROCEEDS FROM THE HONG KONG PUBLIC OFFERING The Offer Price has been determined at HK$2.05 per Offer Share (excluding brokerage fee of 1%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%). 3

4 Based on the Offer Price of HK$2.05 per Offer Share, the net proceeds from the Hong Kong Public Offering to be received by the Company, after deduction of the professional fees, underwriting commissions and other fees payable by the Group in connection with the Hong Kong Public Offering and the Listing, is estimated to be approximately HK$56.4 million. The Company intends to use the net from the Hong Kong Public Offering as follows:. approximately HK$9.1 million (or approximately 16.1% of the net proceeds) to expand its corporate finance advisory business;. approximately HK$24.9 million (or approximately 44.2% of the net proceeds) to develop its equity capital markets business, including approximately HK$16.1 million for supporting its underwriting business;. approximately HK$7.5 million (or approximately 13.3% of the net proceeds) to enhance the information technology capability of the Group;. approximately HK$10.9 million (or approximately 19.3% of the net proceeds) to expand the office(s) of the Group to cope with the expansion of corporate finance advisory business. In addition the Group plans to rent a new office upon the end of the tenancy contract in the current office to facilitate the expansion of corporate finance advisory business and development of the equity capital markets business and the underwriting business, including the relocation and leasehold improvement expense of the new office; and. as to the remaining approximately HK$4.0 million (or approximately 7.1% of the net proceeds) to be applied as the general working capital of the Group. Please refer to the section headed Future Plans and Use of Proceeds of the Prospectus for further information. LEVEL OF INDICATIONS OF INTERESTS UNDER THE HONG KONG PUBLIC OFFERING The Company announces that at the close of the application lists at 12:00 noon on Monday, 20 March 2017, a total of 2,046 valid applications have been received pursuant to the Hong Kong Public Offering on WHITE and YELLOW Application Forms and through giving electronic application instructions to HKSCC via CCASS for a total of 95,048,000 Offer Shares, representing approximately 2.7 times of the total number of 35,000,000 Offer Shares initially available for subscription under the Hong Kong Public Offering. Applications not completed in accordance with the instructions set out in the Application Forms have been rejected. 4 multiple applications or suspected multiple applications have been identified and rejected. No application has been rejected due to bounced cheque. No application for more than 17,500,000 Shares, being 50% of the total number of Offer Shares available under the Hong Kong Public Offering, has been identified. 4

5 Out of the 2,046 valid applications for a total of 95,048,000 Offer Shares:. 2,037 valid applications for a total of 49,048,000 Offer Shares were for Offer Shares with an aggregate subscription amount based on the maximum Offer Price of HK$2.3 per Offer Share excluding brokerage fee of 1.0%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%) of HK$5.0 million or less (equivalent to approximately 280% of the 17,500,000 Offer Shares initially available for allocation in pool A of the Hong Kong Public Offering; and. 9 valid applications for a total of 46,000,000 Offer Shares were for Offer Shares with an aggregate subscription amount based on the maximum Offer Price of HK$2.3 per Offer Share excluding brokerage fee of 1.0%, SFC transaction levy of % and Stock Exchange trading fee of 0.005%) of more than HK$5.0 million (equivalent to approximately 263% of the 17,500,000 Offer Shares initially available for allocation in pool B of the Hong Kong Public Offering. The Offer Shares offered in the Hong Kong Public Offering were conditionally allocated on the basis set out in the paragraphs headed Basis of Allocation under the Hong Kong Public Offering in this announcement. BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING Subject to the satisfaction of the conditions set out in the section headed Structure of the Hong Kong Public Offering Conditions of the Hong Kong Public Offering in the Prospectus, valid applications made by the public on WHITE and YELLOW Application Forms and by giving electronic application instructions to HKSCC via CCASS will be conditionally allocated on the basis set out below: Number of Shares applied for Number of valid applications Basis of allocation/ballot Approximate percentage allotted of the total number of Shares applied for POOL A 2, out of 832 applicants to receive 2,000 shares 4, ,000 shares plus 154 out of 308 6, ,000 shares plus 15 out of % 75.00% 70.11% 5

6 Number of Shares applied for Number of valid applications Basis of allocation/ballot Approximate percentage allotted of the total number of Shares applied for 8, ,000 shares plus 38 out of % 10, ,000 shares 60.00% 12, ,000 shares plus 19 out of 56 14, ,000 shares plus 17 out of 34 16, ,000 shares plus 14 out of 23 18, ,000 shares plus 9 out of 14 20, ,000 shares plus 126 out of , ,000 shares plus 33 out of 46 40, ,000 shares plus 16 out of % 50.00% 45.11% 40.48% 39.06% 38.12% 37.00% 50, ,000 shares 36.00% 6

7 Number of Shares applied for Number of valid applications Basis of allocation/ballot Approximate percentage allotted of the total number of Shares applied for 60, ,000 shares plus 7 out of 14 70, ,000 shares plus 10 out of 11 80, ,000 shares plus 2 out of 8 90, ,000 shares plus 3 out of 6 100, ,000 shares plus 18 out of , ,000 shares plus 5 out of 9 200, ,000 shares plus 8 out of , ,000 shares plus 1 out of 4 300, ,000 shares plus 3 out of % 34.03% 33.13% 32.22% 31.00% 30.07% 29.50% 29.00% 28.50% 350, ,000 shares 28.00% 7

8 Number of Shares applied for Number of valid applications Basis of allocation/ballot Approximate percentage allotted of the total number of Shares applied for 400, ,000 shares 27.50% 500, ,000 shares plus 5 out of % 800, ,000 shares 26.75% 900, ,000 shares 26.44% 1,000, ,000 shares 26.20% 1,500, ,000 shares 26.13% 2,000, ,000 shares 26.00% TOTAL 2,037 POOL B 2,500, ,000 shares 38.08% 3,000, ,142,000 shares 38.07% 3,500, ,332,000 shares 38.06% 4,000, ,522,000 shares 38.05% 6,000, ,282,000 shares 38.03% 17,500, ,654,000 shares 38.02% TOTAL 9 8

9 RESULTS OF ALLOCATIONS The results of allocation of the Offer Shares, including applications made under WHITE or YELLOW Application Forms or through giving electronic application instructions to HKSCC via CCASS which includes the Hong Kong identity card/passport/hong Kong business registration numbers (where appropriate) of successful applicants and the number of the Offer Shares under the Hong Kong Public Offering will be available at the times and dates and in the manner specified below:. in the announcement to be published on the Stock Exchange s website at and the Company s website at by no later than 8:00 a.m. on Monday, 27 March 2017;. from the designated results of allocations website at with a search by ID function on a 24-hour basis from 8:00 a.m. on Monday, 27 March 2017 to 12:00 midnight on Sunday, 2 April 2017;. by telephone enquiry line by calling between 9:00 a.m. and 6:00 p.m. from Monday, 27 March 2017 to Thursday, 30 March 2017 on a Business Day; and. in the special allotment results booklets which will be available for inspection during opening hours from Monday, 27 March 2017 to Wednesday, 29 March 2017 at all the receiving bank designated branches at the addresses set out below: Standard Chartered Bank (Hong Kong) Limited District Branch name Address Hong Kong Island Des Voeux Road Branch Standard Chartered Bank Building, 4 4A Des Voeux Road Central, Central Aberdeen Branch Shop 4A, G/F and Shop 1, 1/F, Aberdeen Centre Site 5, No Nam Ning Street, Aberdeen Kowloon Kwun Tong Branch G/F, 414 Kwun Tong Road, Kowloon Mongkok Branch Shop B, G/F, 1/F & 2/F, Nathan Road, Mongkok New Territories Shatin Plaza Branch Shop No. 8, Shatin Plaza, Shatin Centre Street, Shatin 9

10 Applicants applying through a designated CCASS Participant, other than a CCASS Investor Participant, using a YELLOW Application Form, should check the number of Offer Shares allocated to them with such designated CCASS Participant. Applicants applying through a broker or custodian by giving electronic application instructions on their behalf should check the number of Offer Shares allocated to them with such broker or custodian. Applicants applying as a CCASS Investor Participant using a YELLOW Application Form should check this announcement, and report any discrepancies to HKSCC before 5:00 p.m. on Monday, 27 March 2017 or such other date as determined by HKSCC or HKSCC Nominees. Applicants applying as a CCASS Investor Participant using a YELLOW Application Form or giving electronic application instructions to HKSCC may also check their new account balances via the CCASS Phone System and the CCASS Internet System (under the procedures contained in HKSCC s An Operating Guide for Investor Participants in effect from time to time) on Monday, 27 March HKSCC will also make available to CCASS Investor Participants an activity statement showing the number of Offer Shares credited to their stock account. 10

11 Identification Public Identification Public Identification PublicIdentification Public Document Number(S) Offer Shares 證件號碼 獲配發股份 證件號碼 獲配發股份 證件號碼 獲配發股份 證件號碼 獲配發股份 A D D E E E E G G G621379A 4000 G H H K K P P Y Y Z Z Z 分配結果 ( 白表 ) -1- Results of Applications (White Form)

12 Identification Public Identification Public Identification PublicIdentification Public Document Number(S) Offer Shares 證件號碼 獲配發股份 證件號碼 獲配發股份 證件號碼 獲配發股份 證件號碼 獲配發股份 A A C C C D D E E G G G K M M P Y Y Z 分配結果 ( 黃表 ) -1- Results of Applications (Yellow Form)

13 There were no applications made by CCASS Investor Participants on Yellow Application Forms. 並沒有中央結算系統投資者户口持有人使用黃色申請表格申請

14 Identification Public Identification Public Identification PublicIdentification Public Document Number(S) Offer Shares 證件號碼 獲配發股份 證件號碼 獲配發股份 證件號碼 獲配發股份 證件號碼 獲配發股份 X E E Y X X X X C C C C C C C X X 分配結果 ( 黃表 -- 電子認購指示 ) X X X X X X X 2000 Results of Applications (EIPO)

15 Identification Public Identification Public Identification PublicIdentification Public Document Number(S) Offer Shares 證件號碼 獲配發股份 證件號碼 獲配發股份 證件號碼 獲配發股份 證件號碼 獲配發股份 A B B B B B626854A C C C C C C C C C C C C C C 2000 C C 2000 C C C X 2000 C C C C C C C C613175A C C X 8000 D D D D D D D D D262083A D D D D D X 4000 D D D D X 2000 D D D D D D D D D D D D D E E A E A E A848218A 4000 E A E A E A E A E A932359A E A E 分配結果 ( 黃表 -- 電子認購指示 ) -2- E G E G E G E G E G E G E G629031A 2000 E G E G E G E G E G E G E G E G813949A 2000 E G E H E720926A 4000 H E740173A 4000 H E H E H E H E H E H E H E H E IS E IS E943421A 6000 IS G IS G IS G IS G IS G222939A 2000 IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G IS G515868A IS G IS G IS G IS G IS Results of Applications (EIPO)

16 Identification Public Identification Public Identification PublicIdentification Public Document Number(S) Offer Shares 證件號碼 獲配發股份 證件號碼 獲配發股份 證件號碼 獲配發股份 證件號碼 獲配發股份 IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS IS K IS K IS K IS K113289A 4000 IS K IS K IS K IS K IS K297049A 4000 IS K IS K IS K IS K IS K IS K415665A 6000 IS K435494A 2000 IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS K IS M IS M IS M IS M IS M IS M IS M IS M 分配結果 ( 黃表 -- 電子認購指示 ) -3- M W M W OS W OS W P041206A 4000 W P W P W P W P W P W P W P288080A 2000 W P W P W P W P W P Y P Y P Y P Y P Y P Y P Y P Y P Y P Y P Y P Y P Y P Y P Y P Y R Y R Y R Y R Y R Z R Z R Z R Z039087A 4000 R396834A 2000 Z051594A 6000 R Z R Z R Z219900A 4000 R Z R Z R Z R Z R Z R Z R Z R Z R Z R Z R Z R870264A 2000 Z R Z R Z R Z R Z V Z V Z V Z V028050A Z V Z V038917A 4000 Z763264A 6000 V Z V Z V Z V Z V Z V Z868371A 2000 V Z W Z914734A Results of Applications (EIPO)

17 DESPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND MONIES Applicants who have applied for 1,000,000 Offer Shares or more and are successfully or partially successfully allocated Offer Shares and have provided all information required by their WHITE or YELLOW Application Forms, may collect their share certificate(s) and/or refund cheque(s) (where applicable) in person (except pursuant to applications made using YELLOW Application Forms where the share certificate(s) will be deposited into CCASS) from the Company s Hong Kong branch share registrar and transfer office, Union Registrars Limited, at Suites , 33/F., Two Chinachem Exchange Square, 338 King s Road, North Point, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Monday, 27 March 2017 or any other date as announced by the Company. Applicants being an individual who is eligible for personal collection cannot authorise any other person to make collection on their behalf. Corporate applicants who are eligible for personal collection must attend by their authorised representatives bearing letters of authorisation from their corporations stamped with the corporations chop. Both individuals and authorised representatives (if applicable) must produce, at the time of collection, evidence of identity acceptable to Union Registrars Limited. If the applicants do not collect their share certificate(s) and/or refund cheque(s) personally within the time specified for collection, their share certificate(s) and/or refund cheque(s) will be despatched promptly to the address specified in their Application Forms by ordinary post at their own risk. Applicants who have applied for less than 1,000,000 Offer Shares on WHITE or YELLOW Application Forms (except pursuant to applications made using YELLOW Application Forms where the share certificate(s) will be deposited into CCASS) will have their share certificate(s) and/or refund cheque(s) (where applicable) sent to the address on their Application Forms on Monday, 27 March 2017, by ordinary post at their own risk. Share certificates (if any) for Offer Shares allotted to applicants using YELLOW Application Forms and those who applied by giving electronic application instructions to HKSCC via CCASS are expected to be deposited into CCASS for credit to their CCASS Investor Participant s stock accounts or the stock accounts of their designated CCASS Participants, as appropriate, on Monday, 27 March 2017 or, in the event of a contingency, on any other date determined by HKSCC or HKSCC Nominees. Applicants using YELLOW Application Forms or by giving electronic application instructions to HKSCC will have their share certificate(s) issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants as instructed by the applicants in the YELLOW Application Forms or any designated CCASS Participants giving electronic application instructions on their behalf on Monday, 27 March Immediately following the credit of the Offer Shares to their CCASS Investor Participants stock accounts, HKSCC will also make available to CCASS Investor Participants an activity statement showing the number of Offer Shares credited to their CCASS Investor Participant s stock accounts and the amount of refund monies (if any) credited to their designated bank account. 11

18 Refund cheques for wholly or partially unsuccessful applicants using WHITE or YELLOW Application Forms which are either not available for personal collection or which are so available but are not collected in person within the time specified for collection will be despatched promptly by ordinary post (at the applicant s own risk) on Monday, 27 March 2017 to the address specified on the Application Forms. Refund of the application monies (if any) in respect of wholly or partially unsuccessful applications and/or difference between the Offer Price and the maximum Offer Price initially paid on application (including brokerage fee, SFC transaction levy and the Stock Exchange trading fee but without interest) made via giving electronic application instructions to HKSCC will be credited to their designated bank accounts or the designated bank accounts of their brokers or custodians on Monday, 27 March Share certificates issued in respect of the Offer Shares will only become valid certificates of title at 8:00 a.m. on Tuesday, 28 March 2017, provided that the Hong Kong Public Offering has become unconditional in all respects and the right of termination as described in the section headed Underwriting Underwriting arrangements Grounds for Termination of the Prospectus has not been exercised. The Company will not issue any temporary documents of title in respect of the Offer Shares or any receipts for application monies paid. PUBLIC FLOAT REQUIREMENT Pursuant to Rule 11.23(7) of the GEM Listing Rules, the Company is required to maintain a public float of not less than 25% of its total issued share capital at all times of the Listing and thereafter. Pursuant to Rule 11.23(8) of the GEM Listing Rules, the three largest public Shareholders shall not beneficially own more than 50% of the Shares in public hands at the time of Listing. At the time of Listing, there will be 1,886 holders of the securities in the hands of the public pursuant to Rule 11.23(2)(b) of the GEM Listing Rules. The Directors confirm that, immediately after the completion of the Capitalisation Issue and the Hong Kong Public Offering, the Company will comply with the minimum public float requirement under Rule 11.23(2)(b), Rule 11.23(7) and Rule 11.23(8) of the GEM Listing Rules. 12

19 COMMENCEMENT OF DEALINGS Assuming the Hong Kong Public Offering becomes unconditional in all aspects at or before 8:00 a.m. on Tuesday, 28 March 2017, dealings in the Shares on GEM are expected to commence at 9:00 a.m. on Tuesday, 28 March If there is any change to the expected timetable, an announcement will be published immediately by the Company on the website of the Stock Exchange at and the Company s websiteatwww.somerleycapital.com. The Shares will be traded in board lots of 2,000 Shares each. The stock code of the Company is Hong Kong, 27 March 2017 By Order of the Board Somerley Capital Holdings Limited 新百利融資控股有限公司 Sabine Martin Nevil Chairman As at the date of this announcement, the executive Directors are Mr. Sabine Martin Nevil, Mr. Cheung Tei Sing Jamie and Mr. Chow Wai Hung Kenneth; and the independent non-executive Directors are Mr. Cheng Yuk Wo, Mr. Higgs Jeremy James and Mr. Yuen Kam Tim Francis. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement and a copy of the Prospectus will remain on the Stock Exchange s website at and in the case of this announcement, on the Latest Company Announcements page for at least 7 days from the date of its posting. This announcement and a copy of the Prospectus will also be published on the Company s website at 13