Steering : VOLUNTARY ANNOUNCEMENT - DISPOSAL OF SUBSIDIARIES

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.

Steering Holdings Limited

旭 通 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1826)

VOLUNTARY ANNOUNCEMENT -

DISPOSAL OF SUBSIDIARIES

THE FDBF DISPOSAL AGREEMENT

The Board is pleased to announce that on 20 August 2020 (after trading hours), the Vendor (a direct wholly-owned subsidiary of the Company) entered into the FDBF Disposal Agreement with the FDBF Purchaser, pursuant to which the Vendor has conditionally agreed to sell, and the FDBF Purchaser has conditionally agreed to purchase, the FDBF Sale Shares at the FDBF Consideration on and subject to the terms and conditions contained in the FDBF Disposal Agreement, major terms of which are as follows:

MAJOR TERMS OF THE FDBF DISPOSAL AGREEMENT

Date

20 August 2020 (after trading hours)

Parties

1. The Vendor, a direct wholly-owned subsidiary of the Company
2. The FDBF Purchaser

Assets to be disposed of

Pursuant to the FDBF Disposal Agreement with the FDBF Purchaser, the Vendor has conditionally agreed to sell, and the FDBF Purchaser has conditionally agreed to purchase, the FDBF Sale Shares at the FDBF Consideration on and subject to the terms and conditions contained therein. The FDBF Sale Shares represents the entire issued share capital of Target Company 1, being an indirect wholly-owned subsidiary of the Company.

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Upon completion of the FDBF Disposal, Target Company 1 shall cease to be a subsidiary of the Group.

Consideration

The FDBF Consideration is HK$5,196,000, which shall be paid by the FDBF Purchaser in cash in the following manner:

1. 10% of the FDBF Consideration being refundable deposit to be paid upon signing of the FDBF Disposal Agreement; and
2. remaining balance of the FDBF Consideration to be paid by the FDBF Purchaser upon the completion of the FDBF Disposal.

The FDBF Consideration was determined after arm's length negotiations between the Vendor and the FDBF Purchaser having taken into consideration various factors, including but not limited to the unaudited net asset value of Target Company 1 as at 30 June 2020.

Condition Precedent to Completion of the FDBF Disposal

Completion of the FDBF Disposal is conditional upon, among other things, that the FDBF Purchaser being satisfied with the assets, liabilities, state, affairs and conditions of Target Company 1 and all necessary consents and authorizations having been obtained.

The Vendor shall procure the fulfilment of the FDBF Condition Precedent.

If the FDBF Condition Precedent shall not be fulfilled on or before the FDBF Long Stop Date, the FDBF Purchaser shall have the right to terminate and rescind the FDBF Disposal Agreement.

Completion of the FDBF Disposal

Completion of the FDBF Disposal shall take place at or before 2:00 p.m. on the FDBF Completion Date.

THE UNICON DISPOSAL AGREEMENT

The Board is pleased to announce that on 20 August 2020 (after trading hours), the Vendor (a direct wholly-owned subsidiary of the Company) entered into the Unicon Disposal Agreement with the Unicon Purchaser, pursuant to which the Vendor has conditionally agreed to sell, and the Unicon Purchaser has conditionally agreed to purchase, the Unicon Sale Shares and the Unicon Sale Debt at the Unicon Consideration on and subject to the terms and conditions contained in the Unicon Disposal Agreement, major terms of which are as follows:

MAJOR TERMS OF THE UNICON DISPOSAL AGREEMENT

Date

20 August 2020 (after trading hours)

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Parties

1. The Vendor, a direct wholly-owned subsidiary of the Company
2. The Unicon Purchaser

Assets to be disposed of

Pursuant to the Unicon Disposal Agreement with the Unicon Purchaser, the Vendor has conditionally agreed to sell, and the Unicon Purchaser has conditionally agreed to purchase, the Unicon Sale Shares and the Unicon Sale Debt at the Unicon Consideration on and subject to the terms and conditions contained therein. The Unicon Sale Shares represents fifty-one percent (51%) of entire issued share capital of Target Company 2, being an indirect non-wholly-owned subsidiary of the Company.

Upon completion of the Unicon Disposal, Target Company 2 shall cease to be a subsidiary of the Group.

Consideration

The Unicon Consideration is HK$930,000, which shall be paid by the Unicon Purchaser in cash in the following manner:

1. 10% of the Unicon Consideration being refundable deposit to be paid upon signing of the Unicon Disposal Agreement; and
2. remaining balance of the Unicon Consideration to be paid by the Unicon Purchaser upon the completion of the Unicon Disposal.

The Unicon Consideration was determined after arm's length negotiations between the Vendor and the Unicon Purchaser having taken into consideration various factors, including but not limited to the unaudited net asset value of Target Company 2 as at 30 June 2020.

Condition Precedent to Completion of the Unicon Disposal

Completion of the Unicon Disposal is conditional upon, among other things, that the Unicon Purchaser being satisfied with the assets, liabilities, state, affairs and conditions of Target Company 2 and all necessary consents and authorizations having been obtained.

The Vendor shall procure the fulfilment of the Unicon Condition Precedent.

If the Unicon Condition Precedent shall not be fulfilled on or before the Unicon Long Stop Date, the Unicon Purchaser shall have the right to terminate and rescind the Unicon Disposal Agreement.

Completion of the Unicon Disposal

Completion of the Unicon Disposal shall take place at or before 2:00 p.m. on the Unicon Completion Date.

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INFORMATION ON THE GROUP AND THE TARGET COMPANIES

The Company is an investment holding company. The Group is principally engaged in the provision of building consultancy services, contracting business, project management, and provision of financial information and technology services to individuals in the People's Republic of China.

Target Company 1 is an indirect wholly-owned subsidiary of the Company and is principally engaged in the provision of design, supply and installation services for façade works and curtain wall work solutions.

Target Company 2 is an indirect non-wholly-owned subsidiary of the Company and is principally engaged in the provision of supply and install services of piling connectors on steel casting and the supply of drilling tools.

Upon completion of Disposals, the Group will no longer hold any interest in each of the Target Companies and each of the Target Companies will cease to be a subsidiary of the Company.

INFORMATION ON THE PURCHASERS

Each of the Purchasers is a company incorporated in the British Virgin Islands. Each of Purchasers is principally engaged in investment holding.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Purchasers and its ultimate beneficial owners are independent of, and not acting in concert with the Company and connected persons of the Company.

USE OF PROCEEDS

As disclosed in the announcement of the Company on 17 July 2020, the financing banks of the Group have adopted strengthened credit measures on the Group and tightened the credit control over the Group thereby having substantial impact on the operation of the contracting and consulting services. It is expected that the proceeds from the Disposals will be used as general working capital of the Group and to ease the cash flow pressure of the contracting and consulting services. However, as the Company is in the course of preparing its unaudited interim results for the six months ended 30 June 2020 which is expected to be published by end of August 2020, the Board is still reviewing the Group's ability to continue as going concern notwithstanding the Disposals. Further announcements will be made if and when appropriate.

LISTING RULES IMPLICATIONS

As all of the applicable percentage ratios for each of the Disposals are less than 5%, each of the Disposals does not constitute a notifiable transaction under Chapter 14 of the Listing Rules. This announcement is made on voluntary basis.

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DEFINITIONS

The following terms have the following meanings in this announcement, unless the context otherwise requires:

''Board''	the board of Directors
''Business Day''	a day (other than a Saturday, Sunday or public holiday) on
	which licensed commercial banks in Hong Kong are open
	for general banking business for members of the public in
	Hong Kong
''Company''	Steering Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability, the shares of which
	are listed on the main board of the Stock Exchange (stock
	code: 1826)
''connected person(s)''	has the meaning ascribed to it under the Listing Rules
''Director(s)''	director(s) of the Company
''Disposals''	the FDBF Disposal and the Unicon Disposal
''FDBF Completion Date''	the 7th Business Day after the date on which notification of
	fulfilment (or waiver) of all of the FDBF Condition
	Precedent having been served by the FDBF Purchaser on
	the Vendor or such other date as the Vendor and the FDBF
	Purchaser may agree in writing

''FDBF Condition Precedent'' the condition for the completion of the FDBF Disposal as disclosed in the section headed ''Major terms of the FDBF Disposal Agreement - Condition Precedent to Completion''

	in this announcement
''FDBF Consideration''	the consideration of the FDBF Disposal, being the amount
	payable by the FDBF Purchaser to the Vendor for the FDBF
	Sale Shares as disclosed in the section headed ''Major terms
	of the FDBF Disposal Agreement - Consideration'' in this
	announcement
''FDBF Disposal''	the proposed sale of Target Company 1 by the Vendor to the
	FDBF Purchaser through the sale of the FDBF Sale Shares
	in accordance with the terms of the FDBF Disposal
	Agreement
''FDBF Disposal Agreement''	the conditional sale and purchase agreement dated 20
	August 2020 entered into between the Vendor and the
	FDBF Purchaser in respect of, among others, the FDBF
	Disposal

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''FDBF Long Stop Date''

''FDBF Purchaser''

''FDBF Sale Shares''

''Group'' ''HK$'' ''Hong Kong''

''Listing Rules''

''percentage ratios''

''Purchasers'' ''Share(s)''

''Shareholder(s)'' ''Stock Exchange'' ''Target Companies'' ''Target Company 1''

''Target Company 2''

''Unicon Completion Date''

the latest time for fulfilment of the FDBF Condition Precedent, being 20 February 2021 (or such later time and date as the Vendor and the FDBF Purchaser may agree in writing)

Dynamic Standard International Limited, a company incorporated in the British Virgin Islands with limited liability

the three million (3,000,000) ordinary shares of par value HK$1.00 in the share capital of Target Company 1, representing its entire issued share capital

the Company and its subsidiaries from time to time

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

the Rules governing the Listing of Securities on the Stock Exchange

the percentage ratios set out in Rule 14.07 of the Listing Rules

the FDBF Purchaser and the Unicon Purchaser

ordinary share(s) of par value of HK$1.00 each in the share capital of the Company

holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

Target Company 1 and Target Company 2

FDB Facade Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company

Unicon Asia Limited, a company incorporated in Hong Kong with limited liability and an indirect non-wholly- owned subsidiary of the Company

the 7th Business Day after the date on which notification of fulfilment (or waiver) of all of the Unicon Condition Precedent having been served by the Unicon Purchaser on the Vendor or such other date as the Vendor and the Unicon Purchaser may agree in writing

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''Unicon Condition	the condition for the completion of the Unicon Disposal as
Precedent''	disclosed in the section headed ''Major terms of the Unicon
	Disposal Agreement - Condition Precedent to Completion''
	in this announcement
''Unicon Consideration''	the consideration of the Unicon Disposal, being the amount
	payable by the Unicon Purchaser to the Vendor for the
	Unicon Sale Shares and Unicon Sale Debt as disclosed in
	the section headed ''Major terms of the Unicon Disposal
	Agreement - Consideration'' in this announcement
''Unicon Disposal''	the proposed sale of Target Company 2 by the Vendor to the
	Unicon Purchaser through the sale of the Unicon Sale
	Shares and Unicon Sale Debt in accordance with the terms
	of the Unicon Disposal Agreement
''Unicon Disposal	the conditional sale and purchase agreement dated 20
Agreement''	August 2020 entered into between the Vendor and the
	Unicon Purchaser in respect of, among others, the Unicon
	Disposal
''Unicon Long Stop Date''	the latest time for fulfilment of the Unicon Condition
	Precedent, being 20 February 2021 (or such later time and
	date as the Vendor and the Unicon Purchaser may agree in
	writing)
''Unicon Purchaser''	Amazing Fortune Holdings Limited, a company incorporated
	in the British Virgin Islands with limited liability
''Unicon Sale Debt''	the amount owing as at the Unicon Completion Date by
	Target Company 2 to the Vendor in respect of non-interest
	bearing loan repayable on demand made by the Vendor to
	Target Company 2
''Unicon Sale Shares''	the fifty-one (51) ordinary shares of par value HK$1.00 in
	the share capital of Target Company 2, representing fifty-
	one percent (51%) of its entire issued share capital
''Vendor''	FDB & Associates Limited, a company incorporated in the
	British Virgin Islands with limited liability and a direct
	wholly-owned subsidiary of the Company
''%''	per cent

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Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

By order of the Board

Steering Holdings Limited

Wang Jing

Chairman of the Board and executive Director

Hong Kong, 24 August 2020

As at the date of this announcement, the executive Directors are Mr. Wang Jing, Ms. Feng Xuelian and Mr. Ng Kin Siu; the non-executive Director is Mr. Gao Yunhong; and the independent non-executive Directors are Mr. Chan Yuk Sang, Mr. Wan Chi Wai Anthony and Mr. Lau Kwok Fai Patrick.

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