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.WINTO GROUP (HOLDINGS) LIMITED 惠陶集团（控股）有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8238) PLACING OF NEW SHARES UNDER GENERAL MANDATE Placing Agent THE PLACING On 31 May 2024 (after trading hours) the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company proposes to offer for subscription and the Placing Agent has agreed as agent of the Company to procure not less than six Placees on a best effort basis to subscribe for up to 124416000 Placing Shares at a price of not less than HK$0.056 per Placing Share during the Placing Period.Up to 124416000 Placing Shares under the Placing represent (i) approximately 20.00% of the existing issued Shares as at the date of this announcement; and (ii) approximately 16.67% of the total number of issued Shares as enlarged by the Placing assuming no further change in the issued Shares prior to the Completion. The aggregate nominal value of the Placing Shares under the Placing will be HK$2488320. The Placing Price of HK$0.056 represents (i) a discount of approximately 18.84% to the closing price of HK$0.069 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 19.31% to the average closing price of HK$0.0694 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Placing Agreement.The Placing Shares will be allotted and issued pursuant to the General Mandate.Application will be made by the Company to the GEM Listing Committee for the granting of the listing of and permission to deal in the Placing Shares.– 1 –The maximum gross proceeds from the Placing will be approximately HK$6.97 million.The maximum net proceeds from the Placing (after deducting the commission payable to the Placing Agent professional fees and other related costs and expenses incurred in the Placing) will be approximately HK$6.48 million which will be used for expenditure for current business development.Completion is conditional upon the satisfaction or fulfilment of the Conditions precedent in the Placing Agreement. As the Placing may or may not proceed Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.THE PLACING On 31 May 2024 (after trading hours) the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company proposes to offer for subscription and the Placing Agent has agreed as agent of the Company to procure not less than six Placees on a best effort basis to subscribe for up to 124416000 Placing Shares at a price of HK$0.056 per Placing Share during the Placing Period.Date: 31 May 2024 (after trading hours) Parties: (i) the Company as issuer; and (ii) Space Securities Limited as the Placing Agent.(each a “Party” and collectively the “Parties”) In consideration of the services of the Placing Agent in relation to the Placing at Completion the Company shall pay to the Placing Agent a placing commission equivalent to 7% of the amount equivalent to the Placing Price multiplied by the number of Placing Shares placed in the Placing. The placing commission in respect of the Placing was negotiated on arm’s length basis between the Company and the Placing Agent under normal commercial terms and was determined with reference to among other things the prevailing commission rate charged by other placing agents and the price performance of the Shares. The Directors are of the view that the placing commission of 7% is fair and reasonable.To the best of the Directors’ knowledge information and belief having made all reasonable enquiries as at the date of this announcement the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties.– 2 –Placees The Placing Shares will be placed to not less than six Placees. The Placee(s) shall be any professional institutional or other investor procured by or on behalf of the Placing Agent who and whose ultimate beneficial owner(s) are Independent Third Parties.Number of Placing Shares Up to 124416000 Placing Shares under the Placing represent (i) approximately 20.00% of the existing issued Shares as at the date of this announcement; and (ii) approximately 16.67% of the total number of issued Shares as enlarged by the Placing assuming no further change in the issued Shares prior to the Completion. The aggregate nominal value of the Placing Shares under the Placing will be HK$2488320.Issuance of Placing Shares The Company shall issue and allot the Placing Shares by utilising the General Mandate free and clear from all liens charges encumbrances claims options and third party rights and with all rights attaching thereto as at the Completion Date including the right to receive all future dividends and other distributions thereafter declared made or paid on the Shares.The Placing Shares when issued and fully paid will rank pari passu in all respects with the existing Shares in issue as at the date of allotment and issue of the Placing Shares.Placing Price The Placing Price of HK$0.056 represents (i) a discount of approximately 18.84% to the closing price of HK$0.069 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 19.31% to the average closing price of HK$0.0694 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Placing Agreement. The net placing price under the Placing is approximately HK$0.052 per Placing Share. The Directors consider that the Placing Price which was agreed after arm’s length negotiations between the Company and the Placing Agent with reference to current market price and the recent trading performance of the Shares is fair and reasonable and in the interests of the Company and the Shareholders as a whole.Conditions of the Placing The Placing is conditional upon the following conditions (the “Conditions”) being fulfilled on or before the Long Stop Date: (i) the Stock Exchange having granted the listing of and permission to deal in the Placing Shares; – 3 –(ii) the issued Shares remain listed on the GEM; and (iii) the Placing Agreement not having been terminated in accordance with its terms.None of the Conditions can be waived. The Company shall use its best endeavours to procure the fulfillment of the Conditions as soon as practicable after the execution of the Placing Agreement and in any event on or before the Long Stop Date. In case any of the Conditions is not or cannot be fulfilled or satisfied on or before the Long Stop Date (or such later date as the Parties may agree in writing) the Placing Agreement shall terminate and all rights obligations and liabilities of the respective Parties shall cease and determine forthwith and the Placing Agent shall be released and discharged from the Placing Agreement and no Party shall have any claim against the other Party for or in relation to the Placing save for any antecedent breach of and/or any rights or obligations which may have accrued under the Placing Agreement prior to such termination.General Mandate The Placing Shares will be allotted and issued pursuant to the General Mandate. The maximum number of Shares that can be issued under the General Mandate is 124416000 Shares. As at the date of this announcement no new Shares have been issued under the General Mandate since its grant. The General Mandate is sufficient for the allotment and issue of all the Placing Shares. As such the issue of the Placing Shares is not subject to Shareholders’ approval. The General Mandate will be utilised as to approximately 100% upon the allotment and issue of all the Placing Shares.Application for Listing Application will be made by the Company to the GEM Listing Committee for the granting of the listing of and permission to deal in the Placing Shares.Completion of the Placing Subject to the fulfilment of the Conditions Completion of the Placing Agreement shall take place on the Completion Date.Termination The Placing Agent shall be entitled by notice in writing to the Company given prior to 8:00 a.m.on the Completion Date to terminate the Placing Agreement if any Specified Event comes to the notice of the Placing Agent.– 4 –If notice is given pursuant to the above paragraph the Placing Agreement shall terminate and shall have no further effect and neither Party shall be under any liability to the other Party in respect of the Placing Agreement save for any rights or obligations which may have accrued under the Placing Agreement prior to such termination.REASONS FOR THE PLACING AND USE OF PROCEEDS The Group is principally engaged in (i) exhibition and trade show business and related services; (ii) publications and advertising business including print and online advertising sales of publications advertising and related production services and outdoor advertising; (iii) online sales of beauty and cosmetics products; and (iv) sales of luxury products.The maximum gross proceeds from the Placing will be approximately HK$6.97 million. The maximum net proceeds from the Placing (after deducting the commission payable to the Placing Agent professional fees and other related costs and expenses incurred in the Placing) will be approximately HK$6.48 million which will be used for expenditure for current business development.The Directors are of the view that (i) the Placing Agreement is entered into upon normal commercial terms following arm’s length negotiations between the Company and the Placing Agent; (ii) net proceeds of the Placing can strengthen the financial position of the Group and provide additional working capital to the Group; and (iii) the Placing also represents good opportunities to broaden the shareholder base and the capital base of the Company.Accordingly they consider that the Placing is in the interests of the Company and the Shareholders as a whole.EQUITY FUND-RAISING ACTIVITY IN THE PAST TWELVE MONTHS The Company has not conducted any equity fund raising activity during the past 12 months immediately before the date of this announcement.– 5 –EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY The existing shareholding structure of the Company and the effect on the shareholding structure of the Company immediately upon Completion are set out below for illustration purposes: Immediately upon As at the date of Completion (assuming the Shareholders this announcement Placing Shares are fully placed) Number of Approximate Number of Approximate Shares % Shares % Source Creation International Limited (note) 343300 0.06% 343300 0.05% Muhammad Shaifadila Binti 39376000 6.33% 39376000 5.27% Placees – – 124416000 16.67% Other Public Shareholders 582360700 93.61% 582360700 78.01% Total 622080000 100.00 746496000 100.00 Note: Source Creation International Limited is incorporated in the British Virgin Islands with limited liabilities and wholly owned by Mr. Lui Man Wah (“Mr. Lui”). Mr. Lui is an executive director of the Company.Completion is conditional upon the satisfaction or fulfilment of the Conditions in the Placing Agreement. As the Placing may or may not proceed Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.– 6 –DEFINITIONS The following terms have the following meanings in this announcement unless the context otherwise requires: “Board” the board of Directors “Business Day” any day (excluding Saturday Sunday public holiday and any day on which a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business throughout their normal business hours “Company” Winto Group (Holdings) Limited a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM “Completion” the completion of the Placing “Completion Date” the third Business Day of the Long Stop Date (or such other date as may be agreed between the Parties) “connected person(s)” has the meaning ascribed thereto in the GEM Listing Rules “Director(s)” the director(s) of the Company “GEM” the GEM of the Stock Exchange “GEM Listing Committee” has same meaning ascribed thereto under the GEM Listing Rules “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “General Mandate” the genera l manda te g ran ted to the Di rec to r s by the Shareholders at the annual general meeting of the Company held on 29 June 2023 (“AGM”) to allot and issue up to 20% of the total number of the issued Shares at the date of AGM i.e.a total of 124416000 Shares. No new Shares have been issued or allotted under the General Mandate since its grant – 7 –“Group” the Company and its subsidiaries “HK$” Hong Kong dollars the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China“Independent Third any person or company who to the best of the Directors’Party(ies)” knowledge information and belief having made all reasonable enquiries are third parties independent of and not connected with the Company and its connected persons “Long Stop Date” the date on which all Conditions shall be satisfied or fulfilled on or before 21 June 2024 or such later date as the Parties may agree in writing “Placee(s)” any professional institutional or other investor independent of and not connected with the Company the connected persons of the Company and their respective associates procured by or on behalf of the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agent’s obligations under the Placing Agreement “Placing” the placing of the Placing Shares by the Placing Agent on the terms and subject to the conditions of the Placing Agreement “Placing Agent” Space Securities Limited a licensed corporation to carry on business in regulated activities under the Securities and Future Ordinance (Cap.571 of the Laws of Hong Kong) “Placing Agreement” a conditional placing agreement dated 31 May 2024 entered into between the Company and the Placing Agent in relation to the Placing “Placing Period” the period commencing forthwith upon the execution of the Placing Agreement and expiring on 21 June 2024 (both days inclusive) or such later date as the Parties may agree in writing “Placing Price” not less than HK$0.056 per Placing Share “Placing Shares” up to 124416000 new Shares to be placed pursuant to the Placing Agreement “Share(s)” ordinary share(s) of HK$0.02 each in the share capital of the Company – 8 –“Shareholder(s)” holder(s) of the Share(s) from time to time “Specified Event” an event occurring or matter arising 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 the undertakings warranties and representations of each of the Parties contained in the Placing Agreement untrue or incorrect and such would have an adverse impact or effect on the Placing “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent By Order of the Board Winto Group (Holdings) Limited Hung Yuen Kin Executive Director Hong Kong 31 May 2024 As at the date of this announcement the Board comprises Mr. Lui Man Wah Mr. Hung Yuen Kin and Mr. Wong Yuk as executive Directors and Ms. Wong Chi Ling Mr. Lin Zexin and Ms.Liu Xiaomin as independent non-executive Directors.This announcement for which the directors of the Company collectively and individually accept full responsibility includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange for the purpose of giving information with regard to the Company. The directors of the Company having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this announcement 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 announcement misleading.This announcement will remain on the “Latest Company Announcements” page of the Stock Exchange website at http://www.hkexnews.hk for at least 7 days from the date of its posting and be posted and remains on the website of the Company at http://www.wintogroup.hk.–9–