China Green : Announcements and Notices - Completion of Issue of New Shares under General Mandate

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CHINA GREEN (HOLDINGS) LIMITED 中國綠色食品（控股）有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 904)

COMPLETION OF ISSUE OF NEW SHARES

UNDER GENERAL MANDATE

The Board is pleased to announce that the conditions precedent under the Subscription Agreement (as amended and supplemented by the First Supplemental Agreement and the Second Supplemental Agreement) have been satisfied and the Completion took place on 17 December 2018, whereby 18,044,117 new Shares were allotted and issued to the Subscriber at the Subscription Price of HK$0.34 per Subscription Share.

Reference is made to the announcements of China Green (Holdings) Limited (the "Company") dated 10 October 2018, 8 November 2018, 28 November 2018 and 11 December 2018 relating to the subscription of new shares of the Company under the general mandate (the "Subscription"). Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the announcements of the Company dated 10 October 2018 and 28 November 2018 (the "Announcements").

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that the conditions precedent under the Subscription Agreement (as amended and supplemented by the supplemental agreement dated 8 November 2018 (the "First Supplemental Agreement") and the Second Supplemental Agreement) have been satisfied and the completion of the Subscription (the "Completion") took place on 17 December 2018. As adjusted for the effect of the Share Consolidation effective on 30 November 2018, 18,044,117 new shares of the Company of par value of HK$0.2 each (the "Shares"), representing approximately 4.94% of the total number of Shares in issue as enlarged by the allotment and issue of the Subscription Shares, have been allotted and issued on 17 December 2018 to the Subscriber at the Subscription Price of HK$0.34 per Subscription Share. The gross proceeds from the Subscription amount to HK$6,135,000.

As a result of the Subscription, the total number of issued Shares has increased from 347,114,253 Shares to 365,158,370 Shares.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) immediately before Completion and (ii) immediately after Completion:

(i) Immediately before

(ii) Immediately afterShareholders

Completion

Completion

Notes :

1. Capital Mate Limited is controlled by Mr. Sun Shao Feng, an executive Director, the chairman of the Board and the chief executive officer of the Company.

2.

The percentage figures included in this table are subject to rounding adjustment.

By Order of the Board

China Green (Holdings) Limited

Sun Shao Feng

Chairman

Hong Kong, 17 December 2018

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Sun Shao Feng (Chairman and Chief Executive Officer) and Mr. Wang Jinhuo; and three independent non-executive Directors, namely Mr. Hu Ji Rong, Mr. Wei Xiongwen and

Mr. Zhuang Zongming.