Easy One Financial : Announcements and Notices - Proposed Capital Reorganisation and Proposed Change in Board Lot Size

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Easy One Financial Group Limited

易 易 壹 金 融 集 團 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 221) PROPOSED CAPITAL REORGANISATION AND PROPOSED CHANGE IN BOARD LOT SIZE PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which involves the following:

1. a cancellation of the entire amount standing to the credit of the share premium account of the Company;

2. every ten (10) issued and unissued Existing Shares will be consolidated into one (1) Consolidated Share;

3. upon the Share Consolidation becoming effective, the then issued share capital of the Company will be reduced through a cancellation of the paid-up capital of the Company to the extent of HK$0.09 on each of the then issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01;

1. immediately following the Capital Reduction, each of the then authorised but unissued Consolidated Share of HK$0.10 each will be sub-divided into ten (10) New Shares of HK$0.01 each; and

2. the credits arising in the books of the Company from (i) the Share Premium Cancellation; and (ii) the reduction of the paid-up capital of the Company of HK$41,798,925 will be credited to the Contributed Surplus Account.

PROPOSED CHANGE IN BOARD LOT SIZE

The Existing Shares are trading in board lot size of 20,000 Existing Shares. The Company proposes to change the board lot size of the Existing Shares for trading on the Stock Exchange to 10,000 New Shares upon the Capital Reorganisation becoming effective.

WARNING Shareholders should take note that the Capital Reorganisation are conditional upon satisfaction of conditions set out in the paragraphs headed "Conditions of the Capital Reorganisation". Therefore, the Capital Reorganisation may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Existing Shares, and if they are in any doubt about their position, they should consult their professional advisers. GENERAL

A circular containing, among other things, details of the Capital Reorganisation and a notice convening the SGM will be despatched to the Shareholders on or before 27 January 2017.

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation which involves the following:

1. a cancellation of the entire amount standing to the credit of the share premium account of the Company;

2. every ten (10) issued and unissued Existing Shares will be consolidated into one (1) Consolidated Share;

3. upon the Share Consolidation becoming effective, the then issued share capital of the Company will be reduced through a cancellation of the paid-up capital of the Company to the extent of HK$0.09 on each of the then issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01;

4. immediately following the Capital Reduction, each of the then authorised but unissued Consolidated Share of HK$0.10 each will be sub-divided into ten (10) New Shares of HK$0.01 each; and

5. the credits arising in the books of the Company from (i) the Share Premium Cancellation; and (ii) the reduction of the paid-up capital of the Company of HK$41,798,925 will be credited to the Contributed Surplus Account.

As at the date of this announcement, the authorised share capital of the Company was HK$200,000,000 comprising 20,000,000,000 Existing Shares of HK$0.01 each, of which 4,644,325,000 Existing Shares have been issued and fully paid or credited as fully paid. Immediately following the Capital Reorganisation, the authorised share capital of the Company will be HK$200,000,000 divided into 20,000,000,000 New Shares of HK$0.01 each, of which 464,432,500 New Shares will be in issue and the aggregate nominal value of the issued share capital of the Company will be HK$4,644,325 (assuming that no Existing Shares are issued or repurchased from the date of this announcement until the effective date of the Capital Reorganisation and that there is no fractional share arising from the Share Consolidation). A credit of HK$41,798,925 will arise as a result of the Capital Reduction. Such credit, together with any credit which may arise as a result of the Share Premium Cancellation, will be transferred to the Contributed Surplus Account.

Assuming no Existing Shares are issued or repurchased from the date of this announcement until the effective date of the Capital Reorganisation, the share capital structure of the Company will be as follows:

Immediately after Immediately after the Share the Capital As at the date of Consolidation Reorganisation this announcement becoming effective becoming effective

Nominal value HK$0.01 per HK$0.10 per HK$0.01 per Existing Share Consolidated Share New Share

Authorised share capital HK$200,000,000.00 HK$200,000,000.00 HK$200,000,000.00

divided into divided into divided into 20,000,000,000 2,000,000,000 20,000,000,000

Existing Shares Consolidated Shares New Shares

Issued and fully HK$46,443,250.00 HK$46,443,250.00 HK$4,644,325.00

paid up or credited as divided into divided into divided into fully paid up share capital 4,644,325,000 464,432,500 464,432,500

Existing Shares Consolidated Shares New Shares

(Note) (Note)

HK$153,556,750.00	HK$153,556,750.00	HK$195,355,675.00
divided into	divided into	divided into
15,355,675,000	1,535,567,500	19,535,567,500
Existing Shares	Consolidated Shares	New Shares
(Note)	(Note)

Unissued share capital

Note: Assuming that there is no fractional Share arising from the Share Consolidation.

Under the laws of Bermuda, the Directors may apply the contributed surplus in any manner permitted by the laws of Bermuda and the bye-laws of the Company.

Fractional entitlement to the New Shares

Fractions of the New Shares, if any, arising from the Capital Reorganisation will be aggregated and sold (if a premium, net of expenses, can be obtained) for the benefit of the Company.