Suncorp Technologies : PLACING OF NEW SHARES UNDER SPECIFIC 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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Suncorp Technologies Limited.

SunCorp Technologies Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1063)

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

Placing Agent

THE PLACING

On 23 April 2021 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 580,000,000 Placing Shares, to not less than six Placees who and whose beneficial owners are Independent Third Parties at a price of HK$0.1 per Placing Share. The Placing Shares will be allotted and issued pursuant to the Specific Mandate to be obtained at the SGM.

The maximum number of 580,000,000 Placing Shares represent (i) 63.53% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 38.85% of the issued share capital of the Company as enlarged by the issue of the maximum number of 580,000,000 Placing Shares. The aggregate nominal value of the maximum number of Placing Shares is HK$3,480,000.00.

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Assuming the Placing Shares are fully placed, the gross proceeds and the net proceeds (after deduction of commission and other expenses of the Placing) from the Placing will be HK$58.0 million and approximately HK$56.2 million, respectively. In order to raise funds for the further development and operations of the virtual asset trading platform, the Company intends to apply the net proceeds from the Placing as follows:

1. approximately HK$18.0 million for the web application development of the virtual asset trading platform;
2. approximately HK$11.0 million for the acquisition of equipment and the related installation and technical support services fee;
3. approximately HK$8.1 million for the Cloud infrastructure and professional network management services fee;
4. approximately HK$8.4 million for the staff costs and consultancy fees for operational and technical staff and external consultants;
5. approximately HK$2.4 million for the digital and data securities services fee; and
6. approximately HK$8.3 million for the working capital in operating the virtual asset trading platform, including but not limited to purchasing digital assets inventories and purchasing insurance.

LISTING RULES IMPLICATIONS

The Placing Shares will be issued under the Specific Mandate to be obtained from the Shareholders and therefore the Placing will be subject to the Shareholders' approval. To the best knowledge of the Directors, as none of the Shareholders or their associates would have any material interest in the Placing, no Shareholder is required to abstain from voting at the SGM in respect of the resolution(s) relating to the Placing and the Specific Mandate.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

The Company has not conducted any rights issue, open offer or specific mandate placing within the 12-month period immediately preceding the date of this announcement, or prior to such 12-month period where dealing in respect of the Shares issued pursuant thereto commenced within such 12-month period, nor has it issued any bonus securities, warrants or other convertible securities within such 12-month period. The Placing does not result in a theoretical dilution effect of 25% or more. As such, the theoretical dilution impact of the Placing is in compliance with Rule 7.27B of the Listing Rules.

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GENERAL

The SGM will be convened and held for the purposes of considering and, if thought fit, approving the Placing and granting the Specific Mandate to allot and issue the Placing Shares proposed to be placed under the Placing.

A circular containing, among other things, (i) further details of the Placing; and (ii) a notice convening the SGM will be despatched to the Shareholders on or before 21 May 2021 as additional time is required by the Company for preparing the circular.

THE PLACING AGREEMENT

Date:	23 April 2021 (after trading hours)
Issuer:	The Company
Placing Agent:	Suncorp Securities Limited

The Placing Agent has conditionally agreed to place up to 580,000,000 Placing Shares, on a best effort basis, to the Placees. The Placing Agent will receive a placing commission of 2.5% of the aggregate Placing Price of the Placing Shares successfully placed by or on behalf of the Placing Agent pursuant to its obligations under the Placing Agreement. Such placing commission was arrived at after arm's length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market condition. The Placing Agent is an indirect wholly-owned subsidiary of the Company.

Placees:

The Placing Shares will be placed to not less than six Placees, who and whose ultimate beneficial owners, shall be Independent Third Parties. The Placing Agent undertook that none of the Placees nor their associates would, immediately upon completion of the Placing, become a substantial shareholder of the Company.

Placing Price:

The Placing Price of HK$0.1 per Placing Share represents:

1. a discount of approximately 13.0% to the closing price of HK$0.115 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and
2. a discount of approximately 1.8% to the average closing price of HK$0.1018 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Placing Agreement.

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The Placing Price was determined after arm's length negotiation between the Company and the Placing Agent with reference to, among other matters, the prevailing market prices of the Shares and the capital requirement for the future development of the Group.

The Directors consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

Assuming the Placing Shares are fully placed, the gross proceeds and the net proceeds (after deduction of commission and other expenses of the Placing) from the Placing will be HK$58.0 million and approximately HK$56.2 million, respectively. On such basis, the net issue price will be approximately HK$0.097 per Placing Share.

Placing Shares:

The maximum number of 580,000,000 Placing Shares represent (i) 63.53% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 38.85% of the issued share capital of the Company as enlarged by the issue of the maximum number of 580,000,000 Placing Shares. The aggregate nominal value of the maximum number of Placing Shares is HK$3,480,000.00.

Ranking:

The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue as at the date of allotment and issue of the Placing Shares.

Conditions of the Placing:

Completion of the Placing is conditional upon:

1. the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares to be placed pursuant to the Placing Agreement; and
2. the Specific Mandate being obtained at the SGM.

Each of the Company and the Placing Agent shall use their respective best endeavours to procure satisfaction of the above conditions prior to the date falling on one (1) month after the SGM or in any event not later than six months after the date of the Placing Agreement or such later date as the Company and the Placing Agent may agree in writing (the "Long Stop Date"). If the above conditions are not satisfied on or before the Long Stop Date or the date falling one (1) month after the SGM, whichever is earlier, all obligations of the Placing Agent and the Company under the Placing Agreement shall cease and determine and neither the Placing Agent nor the Company shall have any claim against the other in relation to the Placing Agreement (save in respect of any antecedent breaches of any obligation thereunder).

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Completion:

Completion of the Placing shall take place within five Business Days after the fulfillment of all the above conditions or on such other date as the Company and the Placing Agent may agree in writing.

Mandate to issue the Placing Shares:

The Placing Shares will be allotted and issued pursuant to the Specific Mandate to be obtained at the SGM.

Rescission of the Placing

If any of the following events occur at any time prior to 10:00 a.m. on the completion date of the Placing, the Placing Agent may (after such consultation with the Company and/or its advisers as the circumstances shall admit or be necessary), by giving a written notice to the Company, at any time prior to the completion date of the Placing provided that such notice is received prior to 6:00 p.m. on the day immediately preceding the completion date of the Placing, rescind the Placing Agreement without liability to the other party, and the Placing Agreement shall thereupon cease to have effect and none of the parties shall have any rights or claims by reason thereof save for any rights or obligations which may accrue under the Placing Agreement prior to such termination:

1. in the reasonable opinion of the Placing Agent there shall have been since the date of the Placing Agreement such a change in national or international financial, political or economic conditions or taxation or exchange controls as would be likely to prejudice materially the consummation of the Placing; or
2. the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any matter whatsoever which may adversely affect the business or the financial or trading position or prospects of the Group as a whole; or
3. any material breach of any of the representations and warranties set out in the Placing Agreement comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to the completion date of the Placing which if it had occurred or arisen before the date of the Placing Agreement would have rendered any of the representations and warranties contained in the Placing Agreement 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
4. any moratorium, suspension or restriction on trading in shares or securities generally on the Stock Exchange due to exceptional financial circumstances; or
5. there is any adverse change in the financial position of the Company which in the reasonable opinion of the Placing Agent is material in the context of the Placing.

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Since completion of the Placing is subject to the fulfilment of the conditions as set out in 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 the sales and marketing of telephones and related components, processing and trading of used computer-related components, provision of brokerage, placing and underwriting services, money lending service in Hong Kong and B2B cross-bordere-commerce business.

Suncorp Securities Limited, an indirect wholly-owned subsidiary of the Company, is a licensed corporation to carry out Type 1 (dealing in securities) regulated activities under the SFO. The Group plans to apply for Type 7 (providing automated trading services) license in order to operate regulated brokerage and automated trading service for digital assets in Hong Kong.

The Company believes that being one of the pioneers to operate a trading platform licensed by the SFC to deal in virtual assets will enable the Group to provide top-class and comprehensive financial services to our customers. In view of current market sentiment and the upcoming trend towards investments in digital assets, it is expected that operating a virtual asset trading platform enables the Group to grasp this huge business opportunity and strengthen the income stream of the Group's finance services business. The Company expects that our virtual asset trading platform could be differentiated from the market competitors and tailored to the needs of digital asset issuers and other investors in such fast-growing industry.

As at the date of this announcement, the Group had already deployed resources in developing web application of the virtual asset trading platform and it is partially completed. The Board is of the view that the Placing provides an opportunity to raise capital for the Group and enable the Group to complete and operate the digital asset trading platform business and strengthen the financial position of the Group. The Placing also represents a good opportunity to broaden the shareholders' base of the Company. The Board considers that the Placing is in the interests of the Company and the Shareholder as a whole.

As disclosed above, assuming the Placing Shares are fully placed, the gross proceeds and the net proceeds and the net proceeds (after deduction of commission and other expenses for the Placing) from the Placing will be approximately HK$58.0 million and approximately HK$56.2 million, respectively. In order to raise funds for the further development and operations of the virtual asset trading platform, the Company intends to apply the net proceeds from the Placing as follows:

1. approximately HK$18.0 million for the web application development of the virtual asset trading platform;
2. approximately HK$11.0 million for the acquisition of equipment and the related installation and technical support services fee;

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1. approximately HK$8.1 million for the Cloud infrastructure and professional network management services fee;
2. approximately HK$8.4 million for the staff costs and consultancy fees for operational and technical staff and external consultants;
3. approximately HK$2.4 million for the digital and data securities services fee; and
4. approximately HK$8.3 million for the working capital in operating the virtual asset trading platform, including but not limited to purchasing digital assets inventories and purchasing insurance.

Save for the Placing, the Board has also considered other financing alternatives including (i) debt financing; and (ii) other equity fund raising such as rights issue and open offer.

As for debt financing, it requires the Group to retain a portion of the Group's cash balance for principal and interests repayment, which may limit the Group's flexibility and capability to use cash for further business development and to timely capture business opportunities that may arise from time to time. Also, the Directors are of the view that debt financing will increase the ongoing interest expenses of the Group which may in turn affect the profitability of the Company, and will increase the Group's gearing ratio. On the other hand, the Directors considers that there are difficulties in obtaining the debt financing without any collaterals. As to rights issue and open offer, the Group has approached three securities firms about the possibility and feasibility of acting as underwriter for rights issue or open offer with the fund-raising size of approximately HK$50.0 million to HK$60.0 million. All securities firms expressed that they are not prepared, under the current market sentiment, to act as underwriter for rights issue or open offer of the fund-raising size desirable by the Group. In addition, it may take a longer time and higher cost to complete rights issue and open offer, such that the Company considers it more time-saving and cost-saving for the Placing.

In view of the above, the Directors consider that the Placing is currently the most feasible financing method to the Company to raise sufficient fund.

FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Save as disclosed below, the Company has not conducted any other equity fund-raising activities in the past twelve months immediately preceding the date of this announcement.

Date of	Fund raising	Net proceeds	Proposed use	Actual use
announcement	activity	raised	of proceeds	of proceeds
5 August 2020	Placing of new shares	approximately	utilised as general	fully utilised as intended

under general mandate HK$13.3 million	working capital of the
	Group and improve the
	cash position of the
	Group

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The table below illustrates the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after completion of the Placing (assuming the Placing Shares were placed in full and assuming there is no other change in the issued share capital of the Company between the date of this announcement and the date of completion of the Placing):

		As at the date of		Immediately upon
		this announcement		completion of the Placing
		Number of		Approximate		Number of		Approximate
		Shares	%		Shares	%
Substantial Shareholder:
Cloud Dynasty (Macau) Limited (Note 1)	50,000,000	5.48	50,000,000	3.35
Public Shareholders:
Placees of the Placing	-		-	580,000,000	38.85
Other public Shareholders	862,936,566	94.52	862,936,566	57.80
Sub-total for public Shareholders
862,936,566	94.52	1,442,936,566	96.65
Total	912,936,566	100.00	1,492,936,566	100.00

Note:

1. Cloud Dynasty (Macau) Limited ("Cloud Dynasty") is directly interested in 50,000,000 shares in the Company. Cloud Dynasty is wholly owned by Chan Sin Ying. Chan Sin Ying is therefore deemed to be interested in 50,000,000 shares in the Company.

LISTING RULES IMPLICATIONS

The Placing Shares will be issued under the Specific Mandate to be obtained from the Shareholders and therefore the Placing will be subject to the Shareholders' approval. To the best knowledge of the Directors, as none of the Shareholders or their associates would have any material interest in the Placing, no Shareholder is required to abstain from voting at the SGM in respect of the resolution(s) relating to the Placing and the Specific Mandate.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

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The Company has not conducted any rights issue, open offer or specific mandate placing within the 12-month period immediately preceding the date of this announcement, or prior to such 12-month period where dealing in respect of the Shares issued pursuant thereto commenced within such 12-month period, nor has it issued any bonus securities, warrants or other convertible securities within such 12-month period. The Placing does not result in a theoretical dilution effect of 25% or more. As such, the theoretical dilution impact of the Placing is in compliance with Rule 7.27B of the Listing Rules.

GENERAL

The SGM will be convened and held for the purposes of considering and, if thought fit, approving the Placing and granting the Specific Mandate to allot and issue the Placing Shares proposed to be placed under the Placing.

A circular containing, among other things, (i) further details of the Placing; and (ii) a notice convening the SGM will be despatched to the Shareholders on or before 21 May 2021 as additional time is required by the Company for preparing the circular.

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

"associates"

"Board"

"Business Day(s)"

"Company"

"connected person(s)"

"Director(s)"

has the meaning ascribed thereto under the Listing Rules

the board of Directors

a day (other than Saturday, Sunday, public holiday or any day on which tropical cyclone warning 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 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 generally open for business throughout their normal business hours

SunCorp Technologies Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Stock Exchange (stock code: 1063)

has the meaning ascribed thereto under the Listing Rules

director(s) of the Company

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"Group"

"Hong Kong"

"Independent Third Party(ies)"

"Listing Rules"

"Placee(s)"

"Placing"

"Placing Agent"

"Placing Agreement"

"Placing Price" "Placing Shares"

"PRC" "SFO"

"SGM"

the Company and its subsidiaries

Hong Kong Special Administrative Region of the PRC

third party(ies) independent of the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates

the Rules Governing the Listing of Securities on the Stock Exchange

any individuals, corporate, institutional investors or other investors to be procured by or through the Placing Agent under the Placing

the proposed offer by way of placing of the Placing Shares by or through the Placing Agent to the Placee(s), on a best effort basis, on the terms and subject to the conditions set out in the Placing Agreement

Suncorp Securities Limited, a licensed corporation to carry out Type 1 (dealing in securities) regulated activities under the SFO

the proposed conditional placing agreement entered into between the Company and the Placing Agent dated 23 April 2021 in relation to the Placing under the Specific Mandate

HK$0.1 per Placing Share

a maximum of 580,000,000 new Shares proposed to be placed pursuant to the Placing Agreement and each a "Placing Share"

the People's Republic of China

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

the special general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve the Placing Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate)

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"Share(s)"

"Shareholder(s)"

"Specific Mandate"

"Stock Exchange"

"HK$"

"%"

Hong Kong, 23 April 2021

ordinary share(s) of HK$0.006 each in the share capital of the Company

holder(s) of the Share(s)

the specific mandate to be granted by the Shareholders to the Board at the SGM for the allotment and issue of up to a maximum number of 580,000,000 Placing Shares

The Stock Exchange of Hong Kong Limited

the Hong Kong dollars, the lawful currency of Hong Kong

per cent.

By order of the Board

SunCorp Technologies Limited

Zhu Yuqi

Chairman

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Zhu Yuqi, Mr. Chow Hei Yin Terry and three independent non-executive Directors, namely Mr. Man Yuan, Mr. Ma Kin Ling and Ms. Huang Zhi.

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