Transfer of The Convertible Bonds

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.
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 00138)
TRANSFER AND CONVERSION OF

THE CONVERTIBLE BONDS
References are made to the announcements dated 16 November 2022, 11 January 2023 and
20 January 2023 of CCT Fortis Holdings Limited (the “Company”) (collectively, the
“Announcements”); and the Company’s circular dated 19 December 2022 (the “Circular”)
in relation to, among others, the issuance of the 4.5% coupon convertible bonds due on
31 December 2025 under the specific mandate which was approved by the shareholders of
the Company at the special general meeting held on 11 January 2023. Unless otherwise
defined in this announcement, capitalised terms used herein shall have the same meaning as
defined in the Announcements and Circular.
TRANSFER OF THE CONVERTIBLE BONDS
On 17 May 2023, the Subscriber, which is wholly-owned by Mr. Mak Shiu Tong, Clement
(“Mr. Mak”), the chairman, the chief executive officer, an executive Director and the
controlling Shareholder of the Company, transferred (the “Transfer”) a part of the
Convertible Bonds in the aggregate principal amount of HK$117,000,000 to each of Capital
Winner Investments Limited (“Capital Winner”), New Capital Industrial Limited (“New
Capital”) and Capital Force International Limited (“Capital Force”). The respective
principal amounts transferred to Capital Winner, New Capital and Capital Force were
HK$46,500,000, HK$45,000,000 and HK$25,500,000 which were determined in accordance
with their shareholding proportion in the Company.
As at the date of this announcement, each of Capital Winner, New Capital and Capital Force
holds 177,798,672 Shares, 171,357,615 Shares and 96,868,792 Shares, representing
approximately 20.36%, approximately 19.63% and approximately 11.09% of the total issued
Shares of the Company, respectively, thereby making each of Capital Winner, New Capital
and Capital Force a substantial Shareholder and a connected person of the Company.
Furthermore, each of Capital Winner, New Capital and Capital Force are owned as to 51% by
Mr. Mak, the sole beneficial owner of the Subscriber and the chairman, the chief executive
officer, an executive Director and the controlling Shareholder of the Company, and as to 49%
by Mr. Mak Chun Kiu, a son of Mr. Mak.
1
Pursuant to the terms and conditions of the Convertible Bonds, the Convertible Bonds may
not be assigned or transferred, in whole or in part, to any connected person of the Company
(as defined under the Listing Rules) without prior written consent of the Company.
The Board considered that the Transfer did not constitute an alteration in the terms of
convertible debt securities after issue and the Transfer would not affect the interests of the
Company and the Shareholders as a whole. Furthermore, as each of Capital Winner, New
Capital and Capital Force would exercise their conversion rights and convert the Convertible
Bonds into Conversion Shares, the Board considered that such conversions would reduce the
liabilities and gearing ratio of the Company and in turn improve the financial position of the
Company. The Company therefore has given its written consent in respect of the Transfer.
CONVERSION OF THE CONVERTIBLE BONDS
On 17 May 2023, immediately after the Transfer, the Company received conversion notices
from each of Capital Winner, New Capital and Capital Force in respect of the exercise of the
conversion rights attached to the Convertible Bonds in the principal amounts of
HK$46,500,000, HK$45,000,000 and HK$25,500,000, respectively, at the initial Conversion
Price of HK$0.16 per Conversion Share (the “Conversion”).
Pursuant to the Conversion, the Company shall, within 14 days from the date of the conversion
notices, allot and issue 290,625,000 Conversion Shares, 281,250,000 Conversion Shares and
159,375,000 Conversion Shares to each of Capital Winner, New Capital and Capital Force,
respectively (the “Issue of Conversion Shares”), representing approximately18.11%,
approximately 17.53% and approximately 9.93% of the total issued Shares of the Company
as enlarged by the allotment and issue of such Conversion Shares. The Conversion Shares will
rank pari passu in all respects among themselves and with all other existing Shares in issue.
After completion of the Conversion, the outstanding principal amount of the Convertible
Bonds will be HK$103,000,000 which is held by the Subscriber.
EFFECT ON THE SHAREHOLDING STRUCTURE OF THE

COMPANY
As at the date of this announcement, the Company has 873,111,452 Shares in issue. After the
Issue of Conversion Shares, it is expected that the Company will have 1,604,361,452 Shares
in issue. The Issue of Conversion Shares will be conducted within 14 days from the date of
the conversion notices (i.e. on or before 31 May 2023).
2
Set out below is the shareholding structure of the Company (i) as at the date of this
announcement; and (ii) immediately after the Issue of the Conversion Shares (assuming there
are no other changes to the shareholding structure of the Company):
(i) (ii)
As at the date of Immediately after the Issue of
this announcement the Conversion Shares (assuming
there are no other changes to
the shareholding structure of
the Company)
Shareholders No. of Shares Approximate % No. of Shares Approximate %
Mr. Mak 25,589,652 2.93% 25,589,652 1.59%

(Note 1)
Capital Winner 177,798,672 20.36% 468,423,672 29.20%
(Note 2)
New Capital 171,357,615 19.63% 452,607,615 28.21%
(Note 2)
Capital Force 96,868,792 11.09% 256,243,792 15.97%
(Note 2)
Other public
Shareholders 401,496,721 45.99% 401,496,721 25.03%
Total 873,111,452 100% 1,604,361,452 100%
Notes:
1. Mr. Mak is the chairman, the chief executive officer, an executive Director and the controlling
Shareholder of the Company.
2. Capital Winner, New Capital and Capital Force are private corporations owned as to 51% by
Mr. Mak and as to 49% by Mr. Mak Chun Kiu, a son of Mr. Mak, beneficially. Mr. Mak and
Mr. Mak Chun Kiu are deemed to be interested in the Shares held by Capital Winner, New Capital
and Capital Force under the SFO.
By Order of the Board of

CCT FORTIS HOLDINGS LIMITED
Mak Shiu Tong, Clement
Chairman
Hong Kong, 17 May 2023
As at the date of this announcement, the executive Directors are Mr. Mak Shiu Tong, Clement and
Ms. Cheng Yuk Ching, Flora; and the independent non-executive Directors are Mr. Chen Li,
Mr. Chow Siu Ngor and Mr. Lau Ho Kit, Ivan.

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no

TRANSFER AND CONVERSION OF

TRANSFER OF THE CONVERTIBLE BONDS

CONVERSION OF THE CONVERTIBLE BONDS

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE

Mr. Mak 25,589,652 2.93% 25,589,652 1.59%

Total 873,111,452 100% 1,604,361,452 100%

By Order of the Board of

Hong Kong, 17 May 2023

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