EFT Solutions Holdings Limited — Share Issue/Capital Change 2017

Sep 18, 2017

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)

GRANT OF OPTIONS UNDER SHARE OPTION SCHEME

This announcement is made pursuant to rule 23.06A of the Rules (the “ GEM Listing Rules ”) Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The board (the “ Board ”) of directors (the “ Director(s) ”) of EFT Solutions Holdings Limited (the “ Company ”) announces that on 18 September 2017, the Company granted 43,200,000 share options (the “ Options ”) to certain eligible participants of the Company (the “ Grantee(s) ”), subject to acceptance by the Grantees, to subscribe for a total of 43,200,000 ordinary shares of HK$0.01 each (each a “ Share(s) ”) in the share capital of the Company under the Company’s share option scheme adopted on 23 November 2016.

A summary of such grant is set out below:

Date of grant : 18 September 2017 Number of options granted : 43,200,000 Exercise price of the : HK$0.320 per share Options granted (being the highest of: (i) the closing price of HK$0.320 per Share on the date of grant of the Options; and (ii) the average closing price of HK$0.2744 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the date of grant; and (iii) HK$0.01, being the nominal value of each Share)

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Closing price of the Shares : HK$0.320

on date of grant

Validity period of the : From 18 September 2017 to 17 September 2027 Options Vesting period : In respect of the 24,000,000 Options granted to Mr. Chan Lung Ming (“ Mr. Chan ”), the executive Director of the Company, 40% of the Options granted to Mr. Chan shall become exercisable immediately upon approval by the shareholders of the Company; 30% of the Options granted to Mr. Chan shall become exercisable on or after completion of one year of service on 1 September 2018 and the remaining Options granted to Mr. Chan shall become exercisable on or after completion of two years of service on 1 September 2019.

In respect of all 4,800,000 Options granted to each of the employee Grantees, 50% of the Options granted to the employee Grantees shall become exercisable after three months from the date of grant. The remaining Options granted to the employee Grantees shall become exercisable on or after the first anniversary of the date of grant.

In respect of all 4,800,000 Options granted to each of the consultant Grantees, 50% of the Options shall become exercisable after six months from the date of grant. The remaining Options shall become exercisable on or after the first anniversary of the date of grant.

Among the 43,200,000 Options granted, 24,000,000 Options were granted to the following Director (or any of his associates) of the Company as follows:

		Number of
		Options
Name of Director	Capacity	granted
Mr. Chan Lung Ming	Executive Director	24,000,000

No other options under any other share option scheme have been granted to the above Director.

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The grant of the Options to Mr. Chan has been approved by the independent non-executive Directors of the Company. As the grant of Options to Mr. Chan, an executive Director of the Company, would result in the Shares issued and to be issued upon exercise of the Options granted and to be granted to him in the 12-month period up to and including the date of the grant representing in aggregate over 1% of the number of the total issued Shares of the Company, the grant of Options to Mr. Chan is therefore subject to approval by shareholders of the Company.

Pursuant to Rule 23.04(1) of the GEM Listing Rules and the provision of the share option scheme, each grant of Options to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates, must be approved by the independent non-executive Directors (excluding the independent non-executive Director who is the Grantee of the Options).

As the grant of the Options to Mr. Chan would result in the Shares issued and to be issued upon exercise of all Options to be granted to Mr. Chan in the 12-month period up to and including the date of grant (a) representing in aggregate over 0.1% of the Shares in issue; and (b) having an aggregate value, based on the closing price of the Shares on the date of grant, in excess of HK$5,000,000, the grant of Options to Mr. Chan is conditional upon the approval by the shareholders of the Company at the extraordinary general meeting of the Company (“ EGM ”) in accordance with the Note to Rule 23.03(4) and Rule 23.04(1) of the GEM Listing Rules.

The Board proposes to seek the approval of the shareholders of the Company for the grant of the Options to Mr. Chan at the EGM to be convened. Each of Mr. Chan and his associates (as defined in the GEM Listing Rules) shall abstain from voting on the resolution approving the grant of Options to Mr. Chan.

A circular containing, among other things, details of the grant of Options to Mr. Chan, the reasons of the grant of Options, a letter of advice from the independent financial adviser and a notice of the EGM will be despatched to the shareholders of the Company as soon as practicable.

Other than Options granted Mr. Chan, each grant of Options to each of the other Grantees does not constitute over 1% of the number of the total issued Shares of the Company.

Save as disclosed above, none of the Grantees of the Options is a director, chief executive officer or substantial shareholder of the Company, or an associate (as defined under the GEM Listing Rules) of any of them.

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

Chairman and Chief Executive Officer

Hong Kong, 18 September 2017

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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, Mr. Pang Victor Ho Man and Ms. Yang Eugenia.

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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