EFT Solutions Holdings Limited — M&A Activity 2018

Oct 18, 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.

EFT Solutions Holdings Limited 俊盟國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8062)

VOLUNTARY ANNOUNCEMENT MEMORANDUM OF UNDERSTANDING IN RESPECT OF THE PROPOSED ACQUISITION

The Board is pleased to announce that on 18 October 2018 (after trading hours), the Company entered into a non-legally binding MOU with the Target Company, pursuant to which the Company (by itself or its subsidiary) has conditionally proposed to acquire the Target Shares by way of subscription or purchase, which may represent up to 48% of the issued share capital of the Target Company.

The Board wishes to emphasise that no legally binding agreement in relation to the Proposed Acquisition has been entered into as at the date of this announcement and the Proposed Acquisition may or may not materialise. Shareholders and potential investors of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Proposed Acquisition will be made by the Company in the event any Formal Agreement has been signed.

This is a voluntary announcement made by the Company.

THE MOU

The Board wishes to announce that, on 18 October 2018 (after trading hours), the Company entered into a non-legally binding MOU with the Target Company, pursuant to which the Company (by itself or its subsidiary) has conditionally proposed to acquire the Target Shares by way of subscription or purchase, which may represent up to 48% of the issued share capital of the Target Company.

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Major terms of the MOU

Date: 18 October 2018

Parties: (i) the Company; and

(ii) the Target Company.

Mr. Lui Hin Weng Samuel, one of the non-executive Directors, directly or indirectly, owned less than 5% of shares of the Target Company (including such interests in shares by way of share options). Mr. Lui does not hold any board posts of the Target Company. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, save as disclosed above, the Target Company and their respective ultimate beneficial owner is a party independent of the Company and its connected persons (as defined in the GEM Listing Rules).

The parties shall (or procure the relevant persons shall) endeavor to enter into the Formal Agreement, subject to the completion of (i) financial due diligence on the Target Company; (ii) legal due diligence; and (iii) the valuation on the Target Company (collectively, the “Due Diligence Exercises”) and the results of which are to the satisfaction of the Company.

The terms of the MOU will expire 6 months after the date of the MOU or, if earlier, by mutual consent.

REASONS FOR AND BENEFITS OF ENTERING INTO THE MOU

The Group is principally engaged in the provision of electronic fund transfer at point-ofsale (“EFT-POS”) solutions focusing on providing EFT-POS terminal and peripheral device sourcing and EFT-POS system support services in Hong Kong.

The Company has been actively looking for opportunities to maximise return to the Company and the Shareholders by investing in businesses or projects that have promising outlooks and prospects, in particular, to diversify the complementary business or diversified business. The Target Company is incorporated in the Cayman Islands and is a very well-known travel and retail related brand which principally engages in provision of publication of travel reading and marketing materials in Hong Kong and the Asian regions. The Directors consider that the Proposed Acquisition could provide an opportunity to the Company to utilise the strength of the Target Company in sales and marketing as well as it’s network in consumer and merchant industry to explore more business opportunities so as to strengthen the Company’s financial position and maintain its growth.

The terms of the MOU were arrived at after arm’s length negotiations between the Company and the Issuer. The Board considers that the terms of the MOU are normal commercial terms and fair and reasonable, and if the Proposed Acquisition materialises, will be in the interests of the Company and the Shareholders as a whole.

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GENERAL

The MOU contains certain legally binding provisions relating to, inter alia , confidentiality and governing law of the MOU. However, it is not legally binding in respect of the Proposed Acquisition.

The MOU may or may not lead to the entering into of the Formal Agreement and the transactions contemplated thereunder may or may not be consummated. In the event that the Proposed Acquisition materialises, the transaction contemplated thereunder may or may not constitute a notifiable transaction for the Company under the GEM Listing Rules.

The Board wishes to emphasise that no legally binding agreement in relation to the Proposed Acquisition has been entered into as at the date of this announcement and the Proposed Acquisition may or may not materialise. Shareholders and potential investors of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Proposed Acquisition will be made by the Company in the event any Formal Agreement has been signed.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

“Board”	the board of Directors
“Company”	EFT Solutions Holdings Limited俊盟國際控股有限公司,
	a company incorporated in the Cayman Islands with limited
	liability, whose Shares are listed on the GEM
“Director(s)”	director(s) of the Company
“Formal Agreement”	the formal agreement to be entered into by the relevant
	parties setting forth in detail the terms, provisions and
	conditions for the Proposed Acquisition
“GEM”	the GEM of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“MOU”	the non-legally binding memorandum of understanding dated
	18 October 2018 entered into between the Company and the
	Issuer in relation to the Proposed Acquisition

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“PRC” the People’s Republic of China, which for the purpose of this announcement shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Proposed Acquisition” the proposed acquisition by the Company (or its subsidiary) of the Target Shares by way of subscription or purchase “Stock Exchange” The Stock Exchange of Hong Kong Limited “Target Company” Skyyer Holding Limited, a company incorporated in the Cayman Islands with limited liability “Target Shares” the shares of the Target Company which may represent up to 48% of the issued share capital of the Target Company “%” per cent.

By Order of the Board EFT Solutions Holdings Limited Lo Chun Kit Andrew

Chairman and Chief Executive Officer

Hong Kong, 18 October 2018

As at the date of this announcement, the Board comprises executive Directors Mr. Lo Chun Kit Andrew, Mr. Lo Chun Wa and Mr. Chan Lung Ming; non-executive Directors Ms. Lam Ching Man and Mr. Lui Hin Weng Samuel; and independent non-executive Directors Mr. Lam Keung, Ms. Yang Eugenia and Mr. Ng Ming Fai.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the Stock Exchange’s website at www.hkexnews.hk and the GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the date of its posting and be posted on the website of the Company at www.eftsolutions.com.

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