January Holdings Limited ("JHL") is a limited company incorporated in Hong Kong and its shares are listed on the Main Board of the Stock Exchange of Hong Kong Limited. JHL wishes to raise further equity capital to strengthen its capital base.

February Financial Services Limited ("FFSL") proposes to Paul (an executive director and a substantial shareholder) that JHL may raise new equity capital by way of placing, under which Paul would enter into a placing and subscription agreement (the "Agreement") with FFSL and JHL. Under the Agreement dated 11 February 2020, FFSL will act as an agent for Paul to place 60,000,000 of his shares at HK$33.65 with placees (the "Placing"), and Paul will subscribe and JHL will allot 60,000,000 new shares to Paul (the "Subscription"). The closing price of the shares is HK$ 36.15 and the average closing price in the last 5 trading days immediately before 11 February 2020 is HK$ 36.23. The net share price for the Subscription after deduction of expenses is estimated to be approximately HK$33.61 per subscription share.

The annual general meeting ("AGM") of JHL was held on 4 June 2019. A resolution was passed at the AGM to grant a general mandate to directors to allot up to 20% of the then total issued shares of JHL. As the date of AGM, the number of total issued shares was 1,200,000,000. JHL has not issued any shares pursuant to the general mandate.

JHL's current shareholding is:

Shareholder Number of shares Paul 100,000.000 8.33 Substantial shareholder A 120.000.000 10.00 Substantial shareholder B 130.000.000 10.83 Substantial shareholder C 140.000.000 11.67 Public shareholders 710,000,000 59.17 Total 1,200,000,000 100.00