Echo International : 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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

ECHO INTERNATIONAL HOLDINGS GROUP LIMITED

毅 高（ 國 際 ）控 股 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8218)

Placing Agent Bluemount Securities Limited

PLACING OF NEW SHARES UNDER GENERAL MANDATE

THE PLACING

On 27 June 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 place up to 160,000,000 Placing Shares, which is the maximum number of Shares allowed by the Board to issue under the General Mandate, at the Placing Price of HK$0.163 per Placing Share through the Placing Agent on a best effort basis to not less than six institutional, corporate or individual investors, who and whose ultimate beneficial owners, will be Independent Third Parties. The Placing Shares will be allotted and issued under the General Mandate.

The maximum number of 160,000,000 Placing Shares represent (i) 20% of the existing issued share capital of the Company as at the date of this announcement and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming the Placing is completed in full and there is no other change in the issued share capital of the Company). The aggregate nominal value of the Placing Shares under the Placing (assuming the Placing is completed in full) will be HK$400,000.

The Placing Price of HK$0.163 represents (i) a discount of approximately 18.91% to the closing price of HK$0.201 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 14.66% to the average closing price of HK$0.191 per Share as quoted on the Stock Exchange for the last 5 trading days up to and including the date of the Placing Agreement.

The Placing is conditional upon, among other things, the Listing Committee having granted the listing of, and permission to deal in, the Placing Shares which will be allotted and issued under the General Mandate.

Assuming all the Placing Shares under the Placing Agreement have been placed, the gross proceeds and the net proceeds from the Placing will amount to approximately HK$26 million and approximately HK$25 million (after deduction of commission and other expenses of the Placing), respectively. It is expected that the entire net proceeds from the Placing will be applied (i) as to not less than HK$8 million for the repayment of the debenture issued by the Company on 1 September 2016 with an outstanding principal amount of approximately HK$8 million as at the date of this announcement and the mature date of such debenture would be 31 August 2017; and (ii) as to around approximately HK$13 million to HK$14 million will be used for future investment in business (including securities) and (iii) the remaining for the strengthening of the general working capital base of the Company.

GEM LISTING RULES IMPLICATIONS

Since no Shares have been issued under the General Mandate up to the date of this announcement, the Company is allowed to issue up to 160,000,000 new Shares. The 160,000,000 Placing Shares will be issued under the General Mandate and no Shareholder's approval is required for the issue and allotment of the Placing Shares.

The Placing Agreement constitutes an issue of securities for cash under Chapter 17 of the GEM Listing Rules and is therefore subject to the announcement requirements under Chapter 17 of the GEM Listing Rules.

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

Shareholders and potential investors should note that the Placing is subject to the satisfaction of the conditions precedent as set out in the section headed ''Conditions of the Placing Agreement'' and the Placing Agent not having terminated the Placing Agreement in accordance with the terms thereunder. Accordingly, the Placing may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

THE PLACING AGREEMENT

On 27 June 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 place up to 160,000,000 Placing Shares, which is the maximum number of Shares allowed by the Board to issue under the General Mandate, at the Placing Price of HK$0.163 per Placing Share through the Placing Agent on a best effort basis.

Summarised below are the principal terms of the Placing Agreement:

Date

27 June 2017 (after trading hours of the Stock Exchange)

Parties

Issuer: the Company

Placing Agent: Bluemount Securities Limited

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties. As at the date of this announcement, none of the Placing Agent, its ultimate beneficial owners and associates are interested in any of the Shares.

Placees: The Placing Agent will place up to 160,000,000 Placing Shares, which is the maximum number of Shares allowed by the Board to issue under the General Mandate, to not less than six institutional, corporate or individual investors, who and whose ultimate beneficial owners, will be Independent Third Parties and not acting in concert (as defined in The Code on Takeover and Mergers in Hong Kong) with, the Company and its connected persons. It is expected that none of the Placees will become substantial Shareholder (as defined in the GEM Listing Rules) immediately after completion of the Placing.

The Placing Shares

Pursuant to the Placing Agreement, a total of up to 160,000,000 Placing Shares will be placed by the Placing Agent on a best effort basis. The maximum number of 160,000,000 Placing Shares represent (i) 20% of the issued share capital of the Company as at the date of this announcement and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares (assuming the Placing is completed in full and there is no other change in the issued share capital of the Company). The aggregate nominal value of the Placing Shares under the Placing (assuming the Placing is completed in full) will be HK$400,000.

Ranking

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

Placing Commission

The Placing Agent will receive a placing commission based on 4.0% of the aggregate Placing Price of the Placing Shares actually placed to the Placees as procured by the Placing Agent. Such placing commission was arrived at after arm's length negotiation between the Company and the Placing Agent on normal commercial terms and with reference to the prevailing market condition.

The Placing Price

The Placing Price of HK$0.163 was determined after arm's length negotiation between the Company and the Placing Agent with reference to the recent market price of the Shares and the capital requirement for the future development of the Group and represents:

1. a discount of approximately 18.91% to the closing price of HK$0.201 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and

2. a discount of approximately 14.66% to the average closing price of HK$0.191 per Share as quoted on the Stock Exchange for the last 5 trading days up to and including the date of the Placing Agreement.

Based on the above, the Directors consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Assuming all the Placing Shares under the Placing Agreement have been placed, the gross proceeds and the net proceeds from the Placing will amount to approximately HK$26 million and approximately HK$25 million (after deduction of commission and other expenses of the Placing), respectively. The net price to the Company of each Placing Share will be approximately HK$0.1563 per Placing Share.

Conditions of the Placing Agreement

The Completion of the Placing Agreement is conditional upon:

1. the Listing Committee granting to the Company a listing of, and permission to deal in, the Placing Shares; and

2. all necessary consents, approvals, authorizations and/or waivers having been obtained by the Company to effect the execution, completion and performance of the obligations and other terms of the Placing Agreement, if applicable.