China Creative Global : SUBSCRIPTION 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 any securities of the Company

CHINA CREATIVE GLOBAL HOLDINGS LIMITED

中創環球控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1678)

SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

SUBSCRIPTION OF NEW SHARES

On 14 August 2020 (after trading hours), the Company entered into the Subscription Agreements with the Subscribers, pursuant to which the Subscribers have conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, a total of 143,200,000 Subscription Shares at the Subscription Price of HK$0.054 per Subscription Share. The Subscription Shares will be allotted and issued pursuant to the general mandate granted to the Directors at the annual general meeting of the Company held on 29 May 2019.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the Completion, the Subscription Shares represent: (i) approximately 6.60% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 6.19% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares. The Subscriptions are conditional upon, amongst other things, the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares.

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GENERAL

Shareholders and potential investors should note that the Subscriptions are subject to the fulfillment of the conditions under the Subscription Agreements. As the Subscriptions may or may not proceed to completion, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

On 14 August 2020 (after trading hours), the Company entered into the Subscription Agreements with the Subscribers, pursuant to which the Subscribers have conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, a total of 143,200,000 Subscription Shares at the Subscription Price of HK$0.054 per Subscription Share.

SUBSCRIPTION AGREEMENTS

SUBSCRIPTION AGREEMENT I

Date:	14 August 2020 (after trading hours)
Parties:	(1) the Company, as issuer; and
	(2) Subscriber I, as subscriber
Subscription Shares:	55,500,000 Subscription Shares
Subscription Price:	HK$0.054 per Subscription Share

SUBSCRIPTION AGREEMENT II

Date:	14 August 2020 (after trading hours)
Parties:	(1) the Company, as issuer; and
	(2) Subscriber II, as subscriber
Subscription Shares:	2,700,000 Subscription Shares
Subscription Price:	HK$0.054 per Subscription Share

SUBSCRIPTION AGREEMENT III

Date:	14 August 2020 (after trading hours)
Parties:	(1) the Company, as issuer; and
	(2) Subscriber III, as subscriber
Subscription Shares:	1,800,000 Subscription Shares
Subscription Price:	HK$0.054 per Subscription Share
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SUBSCRIPTION AGREEMENT IV

Date:	14 August 2020 (after trading hours)
Parties:	(1) the Company, as issuer; and
	(2) Subscriber IV, as subscriber
Subscription Shares:	9,200,000 Subscription Shares
Subscription Price:	HK$0.054 per Subscription Share

SUBSCRIPTION AGREEMENT V

Date:	14 August 2020 (after trading hours)
Parties:	(1) the Company, as issuer; and
	(2) Subscriber V, as subscriber
Subscription Shares:	74,000,000 Subscription Shares
Subscription Price:	HK$0.054 per Subscription Share

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, all the Subscribers are Independent Third Parties.

SUBSCRIPTION 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, the Subscription Shares represent: (i) approximately 6.60% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 6.19% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.

GENERAL MANDATE

The Subscription Shares will be issued under the general mandate granted by the Shareholders to the Directors pursuant to the resolution passed at the annual general meeting of the Company held on 29 May 2019. On the date of the annual general meeting, the Company had 2,170,000,000 Shares in issue, and the general mandate granted to the Directors was to issue up to 434,000,000 Shares, representing 20% of the number of shares of the Company in issue as at the date of the passing of the resolution.

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As at the date of this announcement, no Shares have been issued pursuant to such general mandate, and the Company has not repurchased any Shares in the 30 days immediately preceding the date of the Subscription Agreements. The issue of the Subscription Shares is not subject to Shareholders' approval. Upon Completion, the Company will have unused general mandate to issue up to 290,800,000 Shares.

SUBSCRIPTION PRICE

The Subscription Price is HK$0.054 per Subscription Share. The Subscription Price was determined after arm's length negotiations between the Company and the Subscribers with reference to the prevailing market price of the Shares. The Subscription Price represents:

1. a discount of approximately 15.63% to the closing price of HK$0.064 per Share as quoted on the Stock Exchange on the Last Trading Day; and
2. a discount of approximately 19.40% to the average closing price of approximately HK$0.067 per Share for the last five consecutive trading days up to and including the Last Trading Day.

The aggregate nominal value of the 143,200,000 Subscription Shares is HK$14,320. The Directors, including the independent non-executive directors, are of the view that the Subscription Price is fair and reasonable and the Subscriptions are in the interests of the Company and the Shareholders as a whole.

RANKING OF SUBSCRIPTION SHARES

The Subscription Shares shall rank pari passu in all respects with all Shares in issue as at the date of this announcement.

CONDITIONS PRECEDENT TO COMPLETION

Completion of the Subscriptions is conditional upon:

1. the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Subscription Shares; and
2. each of the Company and the Subscribers having obtained all necessary consents and approvals in relation to the Subscriptions from the relevant authorities, if applicable.

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COMPLETION

Completion of the Subscriptions will take place within six (6) Business Days after the fulfilment of the conditions as set out above or such later date to be agreed between the Company and the Subscribers. In the event that any of the conditions as set out above are not fulfilled on or before the Long Stop Date (28 August 2020 or such other date as may be agreed between the parties), the Subscription Agreements and all rights and obligations thereunder will cease and terminate and neither of the parties will have any claim against the other for costs, damages, compensation or otherwise (save for any antecedent breaches thereof).

Completion of each of the Subscription Agreements is not inter-conditional but it is intended that completion of all the Subscription Agreements will take place simultaneously.

APPLICATION FOR LISTING

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

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the shareholding structure of the Company (i) as of the date of this announcement, and (ii) immediately after Completion (assuming the Subscription Shares are issued in full and no other Shares are issued between the date of this announcement and Completion):

	Shareholding as at the date of this		Shareholding upon the Completion
Shareholders	announcement
	Number of Shares		Approximate %		Number of Shares		Approximate %
Chen Fanglin (Note 1)	166,000	0.01	166,000	0.01
China Wisdom Asia Limited (Note 2)	1,086,725,180	50.08	1,086,725,180	46.98
Chen Xiangqun (Note 3)	1,886,000	0.09	1,886,000	0.08
Subscriber I	-	-	55,500,000	2.40
Subscriber II	-	-	2,700,000	0.12
Subscriber III	-	-	1,800,000	0.08
Subscriber IV	-	-	9,200,000	0.40
Subscriber V	-	-	74,000,000	3.20
Public shareholders	1,081,222,820		49.82		1,081,222,820		46.73
Total	2,170,000,000	100.00	2,313,200,000	100.00

Notes:

1. Mr. Chen Fanglin is the chairman of the Board and an executive Director.
2. As at the date of this announcement, China Wisdom Asia Limited is wholly-owned by Central Profit Group Limited, which is in turn wholly-owned by Mr. Chen Fanglin.
3. Ms. Chen Xiangqun is the spouse of Mr. Chen Fanglin.
4. The percentage figures included in this table are subject to rounding adjustment.

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REASONS FOR THE SUBSCRIPTIONS

The Group is principally engaged in the business of design, development, manufacturing and sales of electric fireplaces, and home decor products. The Group sells its products domestically in the PRC under its "Allen" (亞倫) brand and export its products on ODM/OEM basis to countries including the United States of America, Germany, Canada, France and the United Kingdom.

The Company has a need to raise funds to settle debts and payables offshore. The Directors have considered various ways of raising funds and consider that the Subscriptions represent an attractive opportunity to raise capital for the Company without interest and recurring cost while broadening the Shareholder base and capital base of the Company. Accordingly, the Directors consider that the Subscriptions are in the interest of the Company and the Shareholders as a whole.

The gross proceeds and the net proceeds from the Subscriptions are estimated to be approximately HK$7.7 million and HK$7.4 million respectively. The net price per Subscription Share is approximately HK$0.052.

USE OF PROCEEDS

The net proceeds of the Subscriptions are intended to be used as follows:

1. approximately HK$3 million will be used for repayment of debt and/or interest; and
2. the remaining balance will be used for working capital purposes of the Group, or for acquisitions purposes, if and when opportunities arise.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not carried out any fund-raising activities during the 12 months immediately preceding the date of this announcement.

Shareholders and potential investors should note that the Subscriptions are subject to the fulfillment of the conditions under the Subscription Agreements. As the Subscriptions may or may not proceed to completion, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"associate"	has the meaning ascribed to it under the Listing Rules;
"Board"	the board of Directors;
"Business Day(s)"	any day (other than a Saturday, Sunday or public holiday) on which
	licensed banks in Hong Kong are generally open for business;
"Company"	China Creative Global Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability and the Shares of which are
	listed on the Main Board of the Stock Exchange;
"Completion"	completion of the obligation of parties on the Completion Date with
	respect to the Subscriptions pursuant to the Subscription Agreements;
"Completion Date"	within six (6) Business Days after the fulfillment of all the
	conditions of the Subscribers or such other date as the Subscribers
	and the Company may agree in writing, on which the Completion
	shall take place;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Independent Third	independent third parties who are not connected person(s) of the
Party(ies)"	Company and are independent of and not connected with the
	Company or Directors, chief executive, or substantial shareholder (as
	defined under the Listing Rules) of the Company or any of its
	subsidiaries or their respective associates;
"Last Trading Day"	14 August 2020, being the last trading day for the Shares before the
	date of the Subscription Agreements and this announcement;
"Listing Committee"	the listing committee appointed by the Stock Exchange for
	considering applications for listing and the granting of listing of
	securities on the Stock Exchange;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange;
"Long Stop Date"	28 August 2020 or such other date as the parties to the Subscription
	Agreements may agree in writing;
"PRC"	the People's Republic of China, excluding, for the purposes of this
	announcement, Hong Kong, the Macau Special Administrative
	Region and Taiwan;
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"Share(s)"	ordinary shares of HK$0.0001 each in the share capital of the
	Company;
"Shareholder(s)"	the holder(s) of issued Shares;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Subscriber I"	Mr. Hon Fung
"Subscriber II"	Mr. Tai Tsz Ho Jacky
"Subscriber III"	Mr. Chan Tak Wing
"Subscriber IV"	Mr. Li Chang Clifford
"Subscriber V"	Mr. Woo Yat Hang
"Subscribers"	collectively, Subscriber I, Subscriber II, Subscriber III, Subscriber IV
	and Subscriber V;
"Subscription	collectively, Subscription Agreement I, Subscription Agreement II,
Agreement(s)"	Subscription Agreement III, Subscription Agreement IV and
	Subscription Agreement V;
"Subscription	the conditional subscription agreement dated 14 August 2020
Agreement I"	entered into between the Company as issuer and Subscriber I as
	subscriber for the subscription of 55,500,000 Shares at the
	Subscription Price;
"Subscription	the conditional subscription agreement dated 14 August 2020
Agreement II"	entered into between the Company as issuer and Subscriber II as
	subscriber for the subscription of 2,700,000 Shares at the
	Subscription Price;
"Subscription	the conditional subscription agreement dated 14 August 2020
Agreement III"	entered into between the Company as issuer and Subscriber III as
	subscriber for the subscription of 1,800,000 Shares at the
	Subscription Price;
"Subscription	the conditional subscription agreement dated 14 August 2020
Agreement IV"	entered into between the Company as issuer and Subscriber IV as
	subscriber for the subscription of 9,200,000 Shares at the
	Subscription Price;
"Subscription	the conditional subscription agreement dated 14 August 2020
Agreement V"	entered into between the Company as issuer and Subscriber V as
	subscriber for the subscription of 74,000,000 Shares at the
	Subscription Price;
"Subscription Price"	HK$0.054 per Subscription Share;

"Subscription Share(s)" an aggregate of 143,200,000 to be subscribed by the Subscribers pursuant to the Subscription Agreements;

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"Subscriptions"	subscription of the Subscription Shares by the Subscribers pursuant
	to the Subscription Agreements; and
"%"	per cent.

By order of the Board

China Creative Global Holdings Limited

Chen Fanglin

Chairman

Hong Kong, 16 August 2020

As at the date of this announcement, the executive directors of the Company are Mr. Chen Fanglin, Mr. Shen Jianzhong, Mr. Chen Jiang, Mr. Xu Qiang, Mr. Zheng Hebin and Ms. Hui Sai Ha; and the independent non-executive directors of the Company are Mr. Dai Jianping and Mr. Huang Songqing.

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