Global Token : Announcements and Notices - 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 sell, dispose, acquire, purchase or subscribe for any securities of the Company and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

GLOBAL TOKEN LIMITED

環球通証有限公司

(continued in Bermuda with limited liability)

(Stock Code: 8192)

SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

THE SUBSCRIPTION

On 4 June 2019 (after trading hours of the Stock Exchange), the Company entered into the Subscription Agreements separately with each of the Subscribers pursuant to which the Subscribers collectively have conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, a total of 100,000,000 Subscription Shares at the Subscription Price of HK$0.20 per Subscription Share.

The Subscription Shares under the Subscription represent approximately 9.65% of the existing issued share capital of the Company of 1,036,379,025 Shares as at the date of this announcement and approximately 8.8% of the issued share capital of the Company of 1,136,379,025 Shares as enlarged by the allotment and issue of the Subscription Shares, assuming that there will be no further change in the number of issued shares from the date of this announcement up to the Completion of the Subscription.

The Subscription Agreements are not inter-conditional upon one another.

The gross proceeds and net proceeds raised from the Subscription will be HK$20 million which will be used for general corporate purposes including (i) the development of the blockchain technology related business; and (ii) the general working capital of the Company.

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GENERAL

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

THE SUBSCRIPTION

Introduction

On 4 June 2019 (after trading hours of the Stock Exchange), the Company entered into the Subscription Agreements separately with the each of the Subscribers pursuant to which the Subscribers collectively have conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, a total of 100,000,000 Subscription Shares at the Subscription Price of HK$0.20 per Subscription Share.

The Subscription Agreements

Date:	4 June 2019 (after trading hours)
Parties:	(i)	The Company as the issuer; and
	(ii)	the Subscribers.

The Subscribers, comprising one corporation and six individual investors, are independent with each other. None of them is an existing Shareholder of the Company.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, each of the Subscribers, its ultimate substantial beneficial owners (if any) and their respective associates is Independent Third Party. It is expected that immediately upon completion of the Subscription, each of the Subscribers individually will not become a substantial shareholder (as defined in the GEM Listing Rules) of the Company.

The Subscription Shares

As at the date of this announcement, the authorized share capital of the Company is HK$200,000,000 divided into 5,000,000,000 Shares of HK$0.04 each, of which 1,036,379,025 Shares are in issue.

The number of new Subscription Shares is 100,000,000, representing approximately 9.65% of the existing issued share capital of the Company of 1,036,379,025 Shares as at the date of this announcement and approximately 8.8% of the issued share capital of the Company of 1,136,379,025 Shares as enlarged by the allotment and issue of the Subscription Shares, assuming that there will be no further change in the number of issued shares from the date of

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this announcement up to the Completion of the Subscription, pursuant to the terms and subject to the conditions set out in the Subscription Agreement, which is summarized and set out under the paragraph headed "Conditions Precedent".

The aggregate nominal value of the Subscription Shares under the Subscription is HK$4,000,000.

Subscription Price

The Subscription Price is HK$0.20 per Subscription Share, which was arrived at after arm's length negotiation between the Company and the Subscribers with reference to the current market condition including trading volume of the Shares and the net assets per share as at 31 March 2019. The Directors are of the opinion that the Subscription Price is fair and reasonable and is in the best interests of the Company and the Shareholders as a whole.

The Subscription Price represents:

1. a premium of approximately 113% to the closing price of HK$0.094 per Share as quoted on the Stock Exchange on 4 June 2019, being the closing price on the date of the Subscription Agreement; and
2. the premium of approximately 113% to the average of the closing prices of approximately HK$0.094 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Subscription Agreement.

The Directors (including independent non-executive Directors) considered that the terms of the Subscription Agreement and the Subscription Price are on normal commercial terms determined after arm's length negotiation between the Company and the Subscriber, are fair and reasonable based on the current business structure as well as market conditions and in the best interests of the Company and Shareholders as a whole.

Ranking and application for listing

The Subscription Shares, when fully paid, will rank pari passu in all respects with the existing Shares in issue as at the date of issue of the Subscription Shares.

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

Conditions Precedent

The Completion shall be conditional upon satisfaction of the following conditions:

1. the Listing Committee of the Stock Exchange having granted the listing of and permission to deal in all the Subscription Shares subject to the allotment and issue of the Subscription Shares;
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1. the compliance with the applicable requirements under the GEM Listing Rules by the Company;
2. all necessary consents, approvals, authorisations, waivers, or grant in accordance with any applicable laws, regulations or the bye-laws of the Company to be obtained on the part of the Company in respect of the Subscription and the transactions contemplated hereunder having been obtained and such consents, approvals, authorisations, waivers and grant not having been revoked prior to Completion; and
3. the warranties given by the parties to each of the Subscription Agreements under each of the Subscription Agreements remaining true, accurate, complete and correct in all respects and not misleading in any respect up to and including the Completion Date.

All of the above-mentioned conditions cannot be waived by either party.

In the event that any of the conditions precedent has not been satisfied on or before 23 June 2019 (the "Long Stop Date"), the parties to each of the Subscription Agreements shall consult each other and discuss a later date for the satisfaction of the conditions precedent and completion as the parties may agree in writing.

Termination

If the above conditions precedent have not been satisfied at or before 4:00 p.m. on the Long Stop Date or any other later date and time as agreed by parties to each of the Subscription Agreements, this Agreement shall cease and determine save for any accrued rights and obligations of the parties under the terms and conditions in each of the Subscription Agreement.

The Subscription Agreements are not inter-conditional upon one another.

Completion and Settlement

Subject to the above conditions precedent being satisfied, Completion shall take place on the tenth clear Business Day following the date on which the last in time of the conditions precedent shall have been satisfied in accordance with the Subscription Agreement, or such other time or date as the parties to the Subscription Agreement may agree in writing.

On Completion Date, the Subscriber shall issue an irrevocable banking instruction and initiate full payment of the Subscription Price in Hong Kong dollars in immediately available funds without any deduction or set-off by direct transfer to the designated bank account of the Company and the Company shall, subject to the receipt of the aforementioned irrevocable banking instruction and funds, deliver the original share certificate in respect of the Subscription Shares to the registered office of the Company or at such other place and time as shall be agreed by the Company and each of the Subscribers.

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General Mandate to issue the Subscription Shares

The Subscription Shares will be allotted and issued pursuant to the General Mandate and is not subject to Shareholders' approval. The Company is authorised to allot, issue or otherwise deal with up to 207,275,805 new Shares under the general mandate. As at the date of this announcement, no new Shares have been issued under the General Mandate.

Effects of the Subscription

The existing shareholding structure of the Company and the effect on the shareholding structure of the Company upon Completion of the Subscription are set out below.

					Immediately upon Completion
					(assuming that there is no other
					changes to the issued share
					capital of the Company from
	As at the date	the date of this announcement
	this announcement	and up to the Completion
			Approximate			Approximate
	Number of	Percentage	Number of	Percentage
	Shares	(%)	Shares	(%)
Substantial Shareholders:
Mr. Sun Li Jun	129,547,378	12.50%	129,547,378	11.40%
Mr. Zhu Wei Sha	93,475,000	9.02%	93,475,000	8.23%
Yuxing Technology
Company Limited (Note 1)	80,880,000		7.80%		80,880,000		7.12%
Public Shareholders:
Subscribers (Note 2)	-	-	100,000,000		8.80%
Other public Shareholders	732,476,647		70.68%		732,476,647		64.46%
Total	1,036,379,025		100.00%		1,136,379,025		100.00%

Notes:

1. 80,880,000 Shares are held by Yuxing Technology Company Limited which is a wholly-owned subsidiary of Yuxing Group (International) Limited, which in turns is wholly owned by Yuxing InfoTech Investment Holdings Limited. By virtue of the provisions of Part XV of the SFO, each of Yuxing Group (International) Limited and Yuxing InfoTech Investment Holdings Limited was deemed to be interested in the Shares in which Yuxing Technology Company Limited was interested.
2. A corporation subscribed for 45,000,000 Subscription Shares under the Subscription Agreement, representing approximately 4% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.
   Two individual investors subscribed for 25,500,000 Subscription Shares each under the Subscription Agreement, representing a total of approximately 4.4% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

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