China e-Wallet Payment Group Limited — M&A Activity 2018

Jan 17, 2018

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.

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China e-Wallet Payment Group Limited 中國錢包支付集團有限公司 *

(a company incorporated in Bermuda with limited liability)

(Stock Code: 802)

ANNOUNCEMENT

This announcement is made by the board (the “ Board ”) of directors (the “ Directors ”) of China e-Wallet Payment Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) on a voluntary basis.

LETTER OF INTENT

The Board is pleased to announce that on 17 January 2018 (after trading hours), a letter of intent (the “ Letter of Intent ”) was entered into between RCG China Holdings Limited (“ RCG China ”), a subsidiary of the Company, and Global Digital Currency Transaction Limited (“ Global Digital ”) in relation to the proposed acquisition of the businesses of and/or business corporations with XHP Group (as hereinafter defined) (the “ Proposed Transaction ”).

To the best knowledge of the Directors, Global Digital held the entire shares of XHP (Hong Kong) Company Limited (“ XHP ”, together with its subsidiaries, the “ XHP Group ”). Based on the information provided by Global Digital, XHP is incorporated in Hong Kong and the businesses of XHP Group in the PRC, among others, are (i) provision of MA LIAN SAO YI SAO JI CHAN YE MA FA XING*（碼鏈掃一掃及產業碼發行）, upgraded version of blockchain, related services; (ii) provision of JU HE Payment*（聚合支付）(“ JU HE Payment ”) service; (iii) financial leasing and international factoring; (iv) movables financing; (v) operation of DAJIANG*（大江）points exchange and digital currency exchange platform; (vi) fund management; and (vii) investing in the industrial sectors of internet intelligent manufacturing, internet medical and internet biological technology.

Save for the provisions relating to, among other things, confidentiality and the governing law of the Letter of Intent, the Letter of Intent was not legally binding on the parties thereto. After signing of the Letter of Intent and up to 12 April 2018, RCG China shall enter into good faith negotiation with Global Digital for a formal legally-binding agreement (the “ Formal Agreement ”) relating to the Proposed Transaction and other matters relating to the Proposed Transaction.

• For purpose of identification only

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GENERAL

The Group is an international developer and solutions provider in the biometric, RFID and security industries and delivers high-performing, convenient security systems for enterprises and consumers. The Group’s business is divided generally into two categories: “Trading of Security and Biometric Products” and “Internet and Mobile’s Application and Related Accessories”.

The Group has diversified into settlement application market since second half in 2016. To the best knowledge of the Directors, JU HE Payment is a settlement service for unifying different mobile settlement channels in the PRC into one platform and the merchants which adopt JU HE Payment as settlement platform could use one unified QR Code to accept mobile payment from their customers through different mobile settlement channels. The Group expects the Proposed Transaction would provide opportunities to the Group to expand its existing business.

To the best knowledge of the Directors and having made all reasonable enquiries, Global Digital and its ultimate shareholder(s) are third parties independent of and not connected with the Directors, chief executive or substantial shareholder(s) of the Company or any of its subsidiaries or any of their respective associates as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong (the “ Listing Rules ”).

LISTING RULES IMPLICATIONS

In the event that the Proposed Transaction materialises, it may constitute a notifiable transaction for the Company under the Listing Rules. Further announcement(s) will be made by the Company in accordance with all applicable requirements of the Listing Rules as and when appropriate.

As the Letter of Intent may or may not lead to the entering into of the Formal Agreement and the Proposed Transaction may or may not proceed, shareholders and potential investors of the Company are advised to exercise caution when trading in the shares of the Company.

By Order of the Board of China e-Wallet Payment Group Limited Li Jinglong Executive Director

Hong Kong, 17 January 2018

As at the date of this announcement, the Board comprises the following Directors:

Executive Directors:

Li Jinglong Zhang Ligong Wang Zhongling

Independent Non-executive Directors:

Kwan King Wah Lo Suet Lai Cheng Ruixiong

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