AM Group Holdings Limited Announces Details of Proposed Listing On The Main Board of Stock Exchange of Hong Kong Limited

SHARE OFFER OF 200,000,000 SHARES (SUBJECT TO THE OVER-ALLOTMENT OPTION)

PUBLIC OFFER OF 20,000 SHARES (SUBJECT TO REALLOCATION)

PLACING 180,000 SHARES (SUBJECT TO REALLOCATION AND THE OVER-ALLOTMENT OPTION)

ATOFFER PRICE BETWEEN HK$0.65AND HK$0.70 PER SHARE

TO RAISE UP TO APPROXIMATELY HK$140 MILLION

Investment Highlights

One of the earliest participants in the provision of online marketing services in Singapore

One of the first authorised resellers in Singapore for Google

According to the Frost & Sullivan Report,AM Group ranked first among all online marketing service providers with approximately 7.2% market share of the online marketing industry in Singapore in FY2018

Has close to 14 years of business operations,owning a strong client base with long established relationships over the years

During the Track Record Period,over 76.0% of the clients are repeated clients and approximately 66.0% of the clients had 3 to 13 years of relationship with the Company

Owns a keywords library comprising more than 800,000 keywords and their corresponding impressions,clicks,bidding price,actual cost per click and conversions,etc. from over 100 industry sectors

Obtains several awards over the years in the Google Premier Partner Awards,Southeast Asia

Revenue increased by approximately 28.1% to approximately S$26.6 million,between FY2017 and FY2018

Net profit increased by approximately 78.9% to approximately S$5.8 million (after adjusting listing expenses),between FY2017 and FY2018

HONG KONG,June 13,2019 -- AM Group Holdings Limited(Incorporated in the Cayman Islands with Limited Liability) (the "Company"; Stock Code: 1849.HK and together with its subsidiaries,the "AM Group"),one of the earliest participants in the provision of online marketing services in Singapore,today announced details of its listing on the Main Board of The Stock Exchange of Hong Kong Limited.

A total of 200,000shares (subject to the Over-allotment Option and reallocation),with the public offer of 20,000shares,and placing of shares of 180,000 shares is offered at a price range of HK$0.65to HK$0.70 per share. The Company will raise approximately HK$140.0 million. The Hong Kong public offer will begin on Thursday,13 June 2019 and close at noon on Wednesday,19 June 2019. The allotment results will be announced on Tuesday,25 June 2019. Trading of the Company's shares will begin on Wednesday,26 June 2019 in board lots of 5,000shares each under the stock code 1849.HK.

Altus Capital Limited is the Sponsor; Crosby Securities Limited is the Sole Global Coordinator; Crosby Securities Limited and Mason Securities Limited are the Joint Bookrunners; Fortune (HK) Securities Limited and Luk Fook Securities (HK) Limited are the Joint Lead Managers.

About the Group

AM Group,as one of the earliest participants in the provision of online marketing services in Singapore,have been helping businesses build web presence and reach out to potential clients via online platforms since June 2005. During the period comprising the three years ended 30 June 2018 and the six months ended 31 December 2018 (the " Track Record Period"),AM Group served a wide spectrum of advertisers across various business sectors,including professional services,general services as well as automotive and industrial,to name but a few,in Singapore and Malaysia. According to the Frost & Sullivan Report,AM Group ranked first among all online marketing service providers with a market share of approximately 7.2%of the online marketing industry in Singapore in FY2018,and approximately 1.7% market share of theoverall marketing industry in Singapore in FY2018.

During the Track Record Period,AM Group derived revenue mainly from search engine marketing services; creative and technology services; and social media marketing services. Besides,AM Group achieved consistent revenue growth from approximately S$17.2 million for FY2016 to approximately S$20.7 million for FY2017 and further to approximately S$26.6 million for FY2018. Profit for the year on the other hand recorded growth from approximately S$2.9 million for FY2016 to approximately S$3.2 million for FY2017 and further to approximately S$4.0 million for FY2018.

AM Group has a competitive position in the market with the strengths of accumulating a great depth of domain knowledge over the years through serving the clients,and has been keeping abreast of the latest available products in the industry. These have enabled AM Group to offer the most effective marketing campaigns with insightful analysis to the clients. Also,AM Group's management and online marketing specialists have the credentials in delivering online marketing campaigns that can fulfil clients' objectives,rendering AM Group in the right position to capture the strong potential growth in online marketing in Singapore and Malaysia,as companies in Singapore and Malaysia are allocating a bigger portion of marketing budgets from print media advertisements to online marketing. Moreover,AM Group has a strong client base with long established relationships over the years. Frost & Sullivan is of the view that AM Group has a good reputation in Singapore and Malaysia. Further,awards that AM Group received can indicate the recognition from the major suppliers on AM Group's high service quality.

AM Group has established a solid track record with an experienced and dedicated senior management team which has enabled them to build a presence in the digital marketing industry in Singapore over the past 14 years. To ensure quality management,AM Group had obtained ISO 9001 certification from International Standards Organisation (ISO) in 2011. Also,AM Group is recognised with several awards over the years,including the ''AdWords Authorised Reseller-- Excellence Performance Award'' from Google in 2006; recognised as a ''Promising Brand'' in the Singapore Prestige Brand Award in 2010; received the ''Highest Customer Satisfaction Award'' in the Google Premier SME Partner Award (Southeast Asia) in 2013; named "Digital Marketing Agency of the Year'' in Marketing Magazine's Agency of the Year Awards,recognised as an ''Established Brand'' in the Singapore Prestige Brand Award,as well as obtained the ''Highest AdWords Performance Satisfaction,Southeast Asia'' and the ''Highest Customer Service Satisfaction,Southeast Asia'' in the Google Premier SME Partner Awards in 2015; obtained ''Display Innovation Award'' and ''Mobile Innovation Award'' in the Google Premier Partner Awards,Southeast Asia in 2017 and 2018,respectively.

AM Group's clients are mainly SMEs. During the Track Record Period,AM Group had a wide and diversified client base,serves local and international brands across various business sectors,including professional services (mainly medical sector),general services,automotive and industrial,beauty and wellness,food and beverage,and others. Clients,with those from medical field accounting for over 80.0% of the revenue from the professional services sector during the Track Record Period,engaged in the professional services sector have been the largest revenue contributor of AM Group. For FY2016,FY2017,FY2018 and 6M FY2019,the five largest clients accounted for approximately 11.4%,11.3%,12.6% and 20.8% of the revenue,respectively. Moreover,AM Group strives to maintain good relationship with the clients,during the Track Record Period,over 76.0% of the clients are repeated clients and approximately 66.0% of the clients had 3 to 13 years of relationship with AM Group. The average contract sum per contract signed increased from approximately S$12,000 for FY2016 to approximately S$17,000 for FY2017 and further increased to approximately S$19,000 for FY2018 and approximately S$21,000 for 6M FY2019.

According to the Frost & Sullivan Report,the online marketing expenditure in Singapore increased from US$291.1 million in 2013 to US$386.5 million in 2017,at a CAGR of 7.3%. Due to the development of the information and communication technology,the emergence of online media,combined with the robust Internet infrastructure development and the favorable policies initiated by the Singapore government,online marketing in Singapore is likely to maintain a rapid growth with online marketing expenditure forecasted to reach US$564.0 million in 2023,representing a CAGR of 6.7% from 2018 to 2023. Also,supported by the increasing usage of online marketing,online marketing expenditure in Malaysia experienced growth at a CAGR of 7.4% from 2013 to 2017,and is expected to sustain at a higher CAGR of 7.7% for the next few years to reach US$403.9 million in 2023. Businesses in Southeast Asia are undergoing a transitional change to digitalisation,coupled with the increasing online marketing service demand from the PRC-based corporations seeking outbound expansion. Frost & Sullivan is of the view that with AM Group's strong track record in Singapore and Malaysia,and long-established relationships with clients and suppliers,AM Group is suitably positioned to increase our market presence and market share in the online marketing industry in Southeast Asia,where companies are becoming more appreciative of the cost effectiveness of online marketing.

Ms. Teo Li Lian,Chairlady,Executive Director and CEO,said,"Listing in Hong Kong will provide us with the capital necessary tomaintain our competitiveness in a rapidly evolving industry,enable us to increase our exposure andraise our profile in the Greater China region market,paving the way towards potential collaboration withPRC-based digital platforms in their pursuit for the Southeast Asian market and allowing us toleverage on the enhanced prestige so as to attract new and retain existingtalents. We believe that our competitive advantages will enable us to maintain sustainable growth in our business and create long-term shareholders' value."

~ End ~

Financial Highlights

S$'000

Year ended 30 June

Six months ended 31

December

2016

2017

2018

2017

2018

Revenue

17,248

20,732

26,554

12,532

14,017

Gross Profit

6,272

7,148

10,393

4,380

4,807

Gross Profit Margin

36.4%

34.5%

39.1%

35.0%

34.3%

Profit for the year/period (after

adjusting listing expenses)

2,856

3,242

5,801

2,362

2,503

Net Profit Margin

16.6%

15.6%

15.0%

13.8%

12.2%

Adjusted net profit margin

16.6%

15.6%

21.8%

18.8%

17.9%

Offering Summary:

Total number of Offer Shares

:

200,000 Shares (subject to the Over-

allotment Option)

Number of Public Offer Shares

:

20,000 Shares (subject to reallocation)

Number of Placing Shares

:

180,000 Shares (subject to reallocation

and the Over-allotment Option)

Proposed Offer Price Range

:

HK$0.65 to HK$0.70 Per Offer Share

Board Lot

:

5,000 Shares

Hong Kong Public Offering Begins

:

13 June,2019 (Thursday) (9:00am)

Hong Kong Public Offering Ends

:

19 June,2019 (Wednesday) (noon)

Expected Price Determination Date

:

19 June,2019 (Wednesday)

Announcement of Allotment Results and

Refund Cheques Dispatch

:

25 June,2019 (Tuesday)

Expected Listing Date

:

26 June,2019 (Wednesday)

Stock Code

:

1849.HK

Use of Proceeds

The net proceeds to be received from the Share Offer based on the Offer Price of HK$0.675 per Offer Share,being the mid-point of the indicative Offer Price range of HK$0.65 per Offer Share to HK$0.70 per Offer Share,after deducting related expenses in connection with the Share Offer,are estimated to be approximately HK$103.0 million. The directors of the Company presently intend to apply the net proceeds from the Share Offer as follows:

Use of proceeds

Percentage

HK$' million

Strengthening technological infrastructure

63.3%

65.2

Acquisition of a website development and hosting

company

28.5%

29.3

Establishment of a sales office in Johor Bahru,

Malaysia

5.7%

5.9

Working capital

2.5%

2.6

This press release is not for publication or distribution,directly or indirectly,in or into the United States.

This press release is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire,purchase or subscribe for the securities of AM Group Holdings Limited (the "Company"). Potential investors should read the prospectus to be issued by the Company on 13 June 2019(the "Prospectus") for detailed information about the Company and the Share Offer.

This press release is not for release,publication or distribution,in or into the United States (including its territories and possessions,any state of the United States and the District of Columbia). This press release does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933,as amended from time to time (the "U.S. Securities Act"),or any state securities laws of the United States or other jurisdictions,other than Hong Kong,and may not be offered,sold,pledged or transferred or delivered within the United States unless pursuant to an exemption from,or in a transaction not subject to,the registration requirements of the U.S. Securities Act or any applicable state securities laws of the United States. The Offer Shares may only be offered and sold outside of the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. There will be no offer or sale of the Offer Shares in the United States.

Note: Unless otherwise defined,terms in this press release shall have the same meanings as those defined in the Prospectus together with any supplement thereto.