意见反馈

(1) RESULTS OF THE VALID ACCEPTANCES AND APPLICATIONSFOR THE RIGHTS SHARESAND(2) NUMBER OF UNSUBSCRIBED SHARES SUBJECTTO THE COMPENSATORY ARRANGEMENTS

2024-06-26 00:00:00

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 purposes only and does not constitute an invitation or offer to acquire purchase or subscribe for the securities of the Company.BASETROPHY GROUP HOLDINGS LIMITED基地锦标集团控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8460) (1) RESULTS OF THE VALID ACCEPTANCES AND APPLICATIONS FOR THE RIGHTS SHARES AND (2) NUMBER OF UNSUBSCRIBED SHARES SUBJECT TO THE COMPENSATORY ARRANGEMENTS Financial Adviser Placing Agent Reference is made to the prospectus (the “Prospectus”) of Basetrophy Group Holdings Limited (the “Company”) dated 6 June 2024 in relation to the Rights Issue on the basis of three (3) Rights Shares for every one (1) Share held on the Record Date. Unless otherwise specified capitalised terms used herein shall have the same meanings as those defined in the Prospectus. 1RESULTS OF VALID APPLICATIONS AND ACCEPTANCE OF THE RIGHTS SHARES As at the Record Date the total number of issued Shares was 115000000. The total number of Rights Shares offered under the Rights Issue is 345000000 (the “Offered Shares”). The Board announces that as at 4:00 p.m. on Friday 21 June 2024 being the Latest Time for Acceptance a total of 4 valid applications and acceptances under the PAL had been received for a total of 30740018 Rights Shares representing approximately 8.91% of the Offered Shares available for subscription under the Rights Issue.The remaining 314259982 Unsubscribed Rights Shares representing approximately 91.09% of the total number of Offered Shares available for subscription under the Rights Issue will be subject to the Compensatory Arrangements.THE COMPENSATORY ARRANGEMENTS The Company has made arrangements described in Rule 10.31(1)(b) of the GEM Listing Rule to dispose of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares by offering the Unsubscribed Rights Shares and the NQS Unsold Rights Shares to independent Placees for the benefit of Shareholders to whom they were offered by way of the Rights Issue.The Company therefore appointed the Placing Agent to place the Unsubscribed Rights Shares and the NQS Unsold Rights Shares after the Latest Time for Acceptance of the Rights Shares to be allotted and issued under the Rights Issue to independent Placees on a best effort basis.Any premium over the Subscription Price for those Rights Shares that is realised will be paid to the No Action Shareholders and Non-Qualifying Shareholders on a pro-rata basis. The Placing Agent will on a best effort basis procure by not later than 4:00 p.m. on Monday 8 July 2024 acquirers for all (or as many as possible) of those Unsubscribed Rights Shares and the NQS Unsold Rights Shares if a premium over the Subscription Price and the expenses of procuring such acquirers (including any related commissions and any other related expenses/fees) can be obtained. Any Unsubscribed Rights Shares and the NQS Unsold Rights Shares remain not placed after completion of the Placing Arrangement will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.Net Gain (if any) will be paid (without interest) on pro-rata basis (on the basis of all Unsubscribed Rights Shares and NQS Unsold Rights Shares) to the No Action Shareholders and the Non- Qualifying Shareholders (but rounded down to the nearest cent) as set out below: (i) the relevant Qualifying Shareholders (or such persons who hold any nil-paid rights at the time such nil-paid rights are lapsed) whose nil-paid rights are not validly applied for in full by reference to the extent that Shares in his/her/its nil-paid rights are not validly applied for; and (ii) the relevant Non-Qualifying Shareholders with reference to their shareholdings in the Company on the Record Date. 2If and to the extent in respect of any Net Gain any No Action Shareholders or Non-Qualifying Shareholders become entitled on the basis described above to an amount of HK$100 or more such amount will be paid to the relevant No Action Shareholder(s) and Non-Qualifying Shareholders in Hong Kong Dollars only and the Company will retain individual amounts of less than HK$100 for its own benefit.An announcement of the results of the Rights Issue is expected to be published on the websites of the Stock Exchange and the Company on Wednesday 10 July 2024. Such announcement will include the results of the Placing and the amount of Net Gain per Unsubscribed Rights Shares (if any) under the Compensatory Arrangements.WARNING OF THE RISKS OF DEALING IN SHARES Shareholders and potential investors of the Company should note that each of the Rights Issue and the Placing is subject to the fulfilment of certain conditions. If any of the conditions of the Rights Issue and/or the Placing are not fulfilled the Rights Issue and/or the Placing will not proceed. Any Shareholder or other person dealing in the Shares up to the date on which all the conditions to which the Rights Issue and the Placing are subject are fulfilled which is expected to be at 4:00 p.m. on Thursday 9 July 2024 will accordingly bear the risk that the Rights Issue and/or the Placing may not proceed.The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptance of the provisionally allotted Rights Shares and there is no minimum subscription amount required to be raised under the Rights Issue in order for the Rights Issue to proceed.Any Unsubscribed Rights Shares remain not placed under the Placing will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Investors are advised to exercise caution when dealing in the Shares.Any Shareholder or other person contemplating transferring selling or purchasing the Shares is advised to exercise caution when dealing in the Shares. Any person who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/ its own professional adviser(s).By the Order of the Board Basetrophy Group Holdings Limited Chan Kui Ming Company Secretary Hong Kong 26 June 2024 3As at the date of this announcement the Board comprises Mr. Lau Chung Ho Mr. Leung Yat Fai Frankie Keith Ms. Fong Pui Yin Vivian Ms. Du Wanfen and Mr. Li Aiming as executive Directors; and Mr. Lam Chee-yau Timothy Mr. Ngok Ho Wai and Mr. Li Dewen as independent non-executive Directors.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 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 website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and will be published on the Company’s website at www.wbgroupfw.com.hk. 4