Pine Technology : 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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

松景科技控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1079)

Placing Agent

On 21 September 2017 (after trading hours of the Stock Exchange), the Placing Agent and the Company entered into the Placing Agreement pursuant to which the Company has conditionally agreed to allot and issue, and the Placing Agent has conditionally agreed to place, on a best effort basis, up to 141,316,956 Placing Shares at the Placing Price of HK$0.64 per Placing Share to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties. The Placing Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the AGM held on 11 November 2016.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of Placing Shares under the Placing represent (i) approximately 14.65% of the existing issued share capital of the Company of 964,584,783 Shares as at the date of this announcement; and (ii) approximately 12.78% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$14,131,695.60.

The Placing Price of HK$0.64 per Placing Share represents a discount of approximately 18.99% to the benchmarked price of the Shares, which is the higher of (i) the closing price of HK$0.79 as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) the average closing price of HK$0.72 in the last five trading days prior to the date of the Placing Agreement.

* For identification purposes only

Subject to completion of the Placing, it is expected that the maximum gross proceeds and net proceeds from the Placing will be approximately HK$90.44 million and HK$89.49 million respectively. On such basis, the net issue price will be approximately HK$0.633 per Placing Share.

Since completion of the Placing is subject to the fulfillment of the conditions as set out in the Placing Agreement, the Placing may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

The Board announces that on 21 September 2017 (after trading hours of the Stock Exchange), the Placing Agent and the Company entered into the Placing Agreement pursuant to which the Company has conditionally agreed to allot and issue, and the Placing Agent has conditionally agreed to place, on a best effort basis, up to 141,316,956 Placing Shares at the Placing Price of HK$0.64 per Placing Share to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties. The principal terms of the Placing Agreement are set out below.

Date

21 September 2017

Issuer

The Company

Placing Agent

KCG Securities Asia Limited, an Independent Third Party

Pursuant to the terms of the Placing Agreement, the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 141,316,956 Placing Shares to independent Placees. The terms of the Placing Agreement, including the placing commission, were 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 conditions. The Directors are of the view that the terms of the Placing Agreement are fair and reasonable based on current market conditions.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties.

Placing Commission

The Placing Agent will receive a placing commission of 0.5% of the aggregate amount equivalent to the Placing Price multiplied by the total number of Placing Shares successfully placed by the Placing Agent plus any other out-of-pocket charges and expenses by the Placing Agent in relation to the Placing.

Placees

The Placing Agent will, on a best effort basis, place the Placing Shares to not less than six Placees, who and whose ultimate beneficial owner(s) (if applicable) are Independent Third Parties.

Number of Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of Placing Shares under the Placing represent (i) approximately 14.65% of the existing issued share capital of the Company of 964,584,783 Shares as at the date of this announcement; and (ii) approximately 12.78% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$14,131,695.60.

Ranking of Placing Shares

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

Placing Price

The Placing Price of HK$0.64 per Placing Share represents a discount of approximately 18.99% to the benchmarked price of the Shares, which is the higher of (i) the closing price of HK$0.79 as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) the average closing price of HK$0.72 in the last five trading days prior to the date of the Placing Agreement.

The Placing Price of the Placing was determined with reference to the prevailing market prices of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions. Hence, the Placing is in the interests of the Company and the Shareholders as a whole.

Subject to completion of the Placing, it is expected that the maximum gross proceeds and net proceeds (after deducting placing commission and other relevant costs and expenses) from the Placing will be approximately HK$90.44 million and HK$89.49 million respectively. On such basis, the net issue price will be approximately HK$0.633 per Placing Share.

General Mandate to allot and issue of the Placing Shares

The Placing Shares will be issued under the General Mandate to allot, issue and deal with Shares granted to the Directors by resolution of the Shareholders passed at the AGM subject to the limit up to 20% of the then issued share capital of the Company as at the date of the AGM. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders.

Under the General Mandate, the Company is authorized to issue up to 184,316,956 Shares. Up to the date of this announcement, 43,000,000 Shares have been issued under the General Mandate as disclosed in the announcements of the Company dated 30 August 2017 and 1 September 2017. The 43,000,000 issued Shares and the maximum of 141,316,956 Placing Shares to be allotted and issued will utilize 100% of the General Mandate.

Application for listing of Placing Shares

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the approval for the listing of, and permission to deal in, the Placing Shares.

Conditions of the Placing Agreement

Completion of the Placing is conditional upon:

1. the grant or conditional grant of approval by the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares; and

2. the obligations of the Placing Agent and the obligations of the Company under the Placing Agreement not being terminated in accordance with the terms thereof, including provisions regarding the force majeure event.

Each of the Company and the Placing Agent shall use their respective best endeavours to procure the satisfaction of the above conditions on or before 9 October 2017 or such later date as agreed between the Company and the Placing Agent in writing (the "Long Stop Date"). If any of the above conditions is not satisfied on or before the Long Stop Date, the obligations of the Placing Agent and of 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 (i) any antecedent breaches of any obligation thereunder; and (ii) any liabilities in respect of the representations and warranties made by the Company, undertakings by the Placing Agent, indemnity and reimbursements under the Placing Agreement).

Completion of the Placing

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