China Touyun Tech : SUBSCRIPTION 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.

This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

China Touyun Tech Group Limited

中 國 透 雲 科 技 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

Website: www.chinatouyun.com.hk

(Stock Code: 1332)

SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

On 12 April 2021 (after the trading hours), the Company and the Subscriber entered into the Agreement under which the Company conditionally agreed to allot and issue and the Subscriber conditionally agreed to subscribe 30,000,000 new Shares at the Subscription Price of HK$0.94 per Share.

The Subscription Shares will be allotted and issued under the General Mandate.

The gross proceeds and the net proceeds from the Subscription are HK$28,200,000 and HK$28,170,000, respectively.

The total number of Subscription Shares represent approximately 1.08% of the issued share capital of the Company as at the date of this announcement and approximately 1.07% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

Shareholders and potential investors should note that Completion is subject to the fulfillment or waiver of the conditions under the Agreement. The Subscription may or may not complete. Shareholders and potential investors of the Company should exercise caution when they deal or contemplate dealing in the shares or other securities of the Company.

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THE SUBSCRIPTION

On 12 April 2021 (after the trading hours), the Company and the Subscriber entered into the Agreement. The principal terms of the Agreement are set out below.

Subscription

The Company conditionally agreed to allot and issue and the Subscriber conditionally agreed to subscribe for 30,000,000 new Shares at the Subscription Price of HK$0.94 per Share.

Subscription Shares

The 30,000,000 new Shares represent approximately 1.08% of the issued share capital of the Company as at the date of this announcement and approximately 1.07% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares. The aggregate nominal value of the Subscription Shares is HK$1,200,000.

Subscription Price

The Subscription Price of HK$0.94 per Share represents:

1. a discount of approximately 12.96% to the closing price of HK$1.08 per Share as quoted on the Stock Exchange on the date of the Agreement; and
2. a discount of approximately 18.54% to the average closing price of HK$1.154 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately before the date of the Agreement.

After deducting the relevant expenses of the Subscription, the net subscription price is approximately HK$0.939 per Share.

The Subscription Price was determined with reference to the prevailing market price of the Shares and after arm's length negotiation between the Company and the Subscriber.

General Mandate

The Subscription Shares will be allotted and issued under the General Mandate granted to the Directors at the AGM.

Under the General Mandate, a maximum of 543,919,619 new Shares may fall to be allotted and issued.

Since the date of the AGM and up to the date of this announcement, 54,054,054 new Shares have been allotted and issued by the Company on 17 July 2020 under the General Mandate. As set out in the Company's announcement dated 21 July 2020, convertible bond issued by the Company with principal amount of US$20,580,000 were outstanding. Assuming that the conversion rights have been exercised in full for the outstanding principal amount of US$20,580,000 at the conversion price of HK$0.8 per Share, 199,497,375 conversion shares will be allotted and issued under the General Mandate. In December 2020 and as at the date of this announcement , principal amount of convertible bond amounting to US$6,400,000

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were repaid, and resulted in principal amount of US$14,180,000 were outstanding. The allotment and issue of the Subscription Share is not subject to the approval of the Shareholders.

Ranking of the Subscription Shares and Application for Listing

The Subscription Shares will be allotted and issued together with all rights attaching to them, including the right to receive all dividends declared and will rank pari passu with all other issued Shares in all respects as at the date of allotment and issue. The Company will apply to the Listing Committee for listing of and permission to deal in the Subscription Shares.

Condition of the Agreement

Completion is conditional upon the Listing Committee having granted the listing of and the permission to deal in the Subscription Shares.

The condition may not be waived.

If any of the above conditions is not satisfied on or before the Long Stop Date, the Subscription Agreement will lapse and neither party to the Agreement may have any claim against each other save for antecedent breaches.

Completion

Completion is expected to take place within five (5) Business Days after the date upon satisfaction of the condition.

INFORMATION ON THE SUBSCRIBER

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Subscriber is an Independent Third Party. The Subscriber is experienced in investments and the finance industry.

REASONS FOR THE ISSUE OF SUBSCRIPTION SHARES AND USE OF PROCEEDS

The principal activities of the Group are (i) provision of QR codes on product packaging and solutions and advertising display services; (ii) manufacture and sale of packaging products;

1. investment and trading in securities, money lending, securities brokerage services and margin financing; and (iv) production and sale of chlamydomonas reinhardtii products.

The Board considers that the terms of the Agreement (including the Subscription Price) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The gross proceeds and the net proceeds from the Subscription are HK$28,200,000 and HK$28,170,000, respectively.

The Group intends to apply the net proceeds are applied as general working capital of the Group.

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding interest of the Shareholders would be diluted upon Completion. The shareholding structure of the Company (i) as at the date of this announcement, and (ii) immediately after Completion, assuming that there is no further allotment of Shares from the date of this announcement are as follows:

	As at the date of this
	announcement	Immediately after Completion
			Approximate			Approximate
	Number of	percentage of	Number of	percentage of
	Shares	shareholding	Shares	shareholding
Mr. Wang	622,500,000		22.44		622,500,000	22.20
Mr. Qin Fen	197,470,000		7.12		197,470,000	7.04
Ms. Qiao Yanfeng	150,000,000		5.41		150,000,000	5.35
Ms. Tian Yuze	148,715,135		5.36		148,715,135	5.30
The Subscriber	-	-	30,000,000	1.07
Other Shareholders	1,654,977,014		59.67		1,654,977,014	59.04
Total	2,773,662,149		100		2,803,662,149	100

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Except for the equity fund raising activities as mentioned below, there has not been any other equity fund raising activities in the past twelve months immediately prior to the date of this announcement.

Date of		Net proceeds	Intended use of	Actual use of
announcement	Event	(approximately)	proceeds as announced	proceeds
14 April 2020	Subscription of new	HK$49.98 million	General working capital	The amount was
	shares under		of the Group	fully utilised as
	general mandate			general working
				capital
17 July 2020	Subscription of new	HK$19.98 million	Apply 70% of the net	70% of the net
	shares under		proceeds as repayment	proceeds was
	general mandate		of interest of the	fully utilised as
			convertible bond and	repayment of
			the remaining 30% of	interest of the
			the net proceeds are	convertible bond
			applied as general	and 30% of the
			working capital of the	net proceeds was
			Group	fully utilised as
				general working
				capital of the
				Group

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Shareholders and potential investors should note that Completion is subject to the fulfillment or waiver of the conditions under the Agreement. The Subscription may or may not complete. Shareholders and potential investors of the Company should exercise caution when they deal or contemplate dealing in the shares or other securities of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

''AGM''	the annual general meeting of the Company held on 5 June
	2020
''Agreement''	the agreement dated 12 April 2021 entered into between the
	Company and the Subscriber in relation to the Subscription
''Board''	the board of Directors
''Business Day(s)''	a day, other than a Saturday and Sunday, on which licensed
	banks in Hong Kong are generally open for business
''Company''	China Touyun Tech Group Limited, a company with limited
	liability incorporated under the laws of the Bermuda whose
	shares are listed on the Stock Exchange (Stock Code: 1332)

''Completion'' ''Director(s)'' ''General Mandate''

completion of the Subscription

the director(s) of the Company

the general mandate granted to the Directors by the Shareholders at the AGM to allot, issue and deal with 20% of the then issued share capital of the Company

''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China
''Independent Third	independent third party (ies) who is (are) independent of,
Party (ies)''	and not connected with, the Company and its connected
	persons
''Listing Committee''	the listing sub-committee of the board of directors of the
	Stock Exchange with responsibility for considering
	applications for listing and the granting of listing on the
	Main Board of the Stock Exchange
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange

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''Long Stop Date''	15 May 2021 (or such other date the Company notified the
	Subscriber in writing)
''Shares''	ordinary shares of HK$0.04 each in the share capital of the
	Company
''Shareholder(s)''	holder(s) of the Shares
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Subscriber''	Zhai Jin Ping, an individual investor
''Subscription''	the subscription for the Subscription Shares by the
	Subscriber pursuant to the terms and conditions of the
	Agreement
''Subscription Price''	HK$0.94 per Share
''Subscription Shares''	30,000,000 new Shares
''HK$''	Hong Kong dollar, the lawful currency of Hong Kong
''%''	per cent.
	By order of the Board
	China Touyun Tech Group Limited
	Wang Liang
	Chairman
Hong Kong, 12 April 2021

As at the date of this announcement, the Board comprises:

Executive Directors	Non-executive Directors
Mr. Wang Liang (Chairman)	Mr. Chen Hui
Mr. Du Dong	Ms. Tian Yuze
Mr. Lo Yuen Wa Peter	Mr. Zhang Lele
	Mr. Jia Wenjie
	Independent non-executive Directors
	Mr. Cheung Wing Ping
	Mr. Ha Kee Choy Eugene
	Mr. To Shing Chuen
	Mr. Hu Guohua

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