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eprint Group Limited Capital/Financing Update 2016

May 2, 2016

50240_rns_2016-05-02_f6c24fcb-1e88-470d-8ddb-76326778a518.pdf

Capital/Financing Update

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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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eprint GROUP LIMITED eprint 集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code: 1884)

CONNECTED TRANSACTION – LICENCE AGREEMENT

On 30 April 2016, Da Jin Lai Technology and Yiyun Technology entered into the Supplemental Licence Agreement to revise the licence fee for the Exclusive Rights under the Licence Agreement from RMB2,500,000 to RMB3,750,000.

Pursuant to the Licence Agreement, Da Jin Lai Technology as licensor granted to Yiyun Technology as licensee the Exclusive Rights to use the Platforms by paying to Da Jin Lai Technology the licence fee for the Exclusive Rights.

As Yiyun Technology is a company owned as to 70% by Shantou Dongfeng and 30% by the Company, and is therefore regarded as an associate of Shantou Dongfeng and hence a connected person of the Company under the Listing Rules. The transaction contemplated under the Licence Agreement constituted a connected transaction but was fully exempted from notification, announcement, circular and shareholders’ approval requirement under Chapter 14A of the Listing Rules. The relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the Supplemental Licence Agreement is less than 5%, the Supplemental Licence Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to notification and announcement requirements but exempt from the circular (including independent financial advice) and shareholders’ approval requirements under the Listing Rules.

Reference was made to the announcement of eprint Group Limited (the “ Company ”) dated 30 March 2015 and 7 August 2015 (the “ Announcements ”) in relation to, among others, the formation of the Project Company for the internet design and printing business excluding the business of the Group and Shantou Dongfeng. Unless otherwise defined, capitalised terms used in this announcement shall bear the same meanings as those defined in the Announcements.

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On 30 April 2016, Da Jin Lai Technology (Shenzhen) Company Limited (大金來科技(深圳) 有限公司), a wholly-owned subsidiary of the Company, and Shenzhen Yiyun Internet Technology Co., Ltd. (深圳憶雲互網通科技有限公司) (“ Yiyun Technolgoy ”) (being the Project Company) entered into the supplemental licence agreement (“ Supplemental Licence Agreement ”) to revise the licence fee for the Exclusive Rights under the licence agreement entered into by the parties on 20 March 2016 (“ Licence Agreement ”) from RMB2,500,000 to RMB3,750,000.

Pursuant to the Licence Agreement, Da Jin Lai Technology as licensor granted to Yiyun Technology as licensee the non-transferrable, exclusive operating rights in the PRC of four internet platform technology systems (the “ Platforms ”), namely e-print, design-easy, E-invoice and photobook1010 (the “ Exclusive Rights ”), Yiyun Technology shall pay the licence fee for the Exclusive Rights.

THE SUPPLEMENTAL LICENCE AGREEMENT

Date: 30 April 2016

Parties: (1) Da Jin Lai Technology

  • (2) Yiyun Technology

Yiyun Technology is owned as to 70% by Shantou Dongfeng and 30% by the Company. As at the date of this announcement, Shantou Dongfeng is interested in 61,875,000 shares representing approximately 11.25% in the issued share capital of the Company and is therefore a connected person of the Company as defined in the Listing Rules. Therefore, Yiyun Technology is regarded as an associate of Shantou Dongfeng and hence a connected person of the Company as defined in the Listing Rules.

EXCLUSIVE RIGHTS

Pursuant to the terms of the Licence Agreement, Da Jin Lai Technology shall grant to Yiyun Technology the Exclusive Rights for operating the Platforms in the PRC. The licence fee for the Exclusive Rights is RMB2,500,000 (which has been revised to RMB3,750,000 pursuant to the Supplemental Licence Agreement) which shall be paid by Yiyun Technology within 30 days from the signing of the Licence Agreement.

TERM

The term of the Licence Agreement shall commence from the date of signing of the Licence Agreement until terminated by either party giving not less than 90 days prior notice to the other with the unanimous consent of both parties.

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INFORMATION OF DA JIN LAI TECHNOLOGY

Da Jin Lai Technology is a wholly-owned subsidiary of the Company and established in the PRC, and owns the operating rights of the Websites in the PRC.

INFORMATION OF YIYUN TECHNOLOGY

Yiyun Technology is owned as to 70% by Shantou Dongfeng and 30% by the Company, and its principal activities include internet printing technology, design, development and consultancy of computer software and hardware technology, design and development of printing packaging products, design of internet gifts etc.

REASONS FOR AND BENEFITS OF THE LICENCE AGREEMENT AND THE SUPPLEMENTAL LICENCE AGREEMENT

The principal business of the Group is the provision of printing services and solutions on advertisement, bound books and stationeries, to a diversified customer base in Hong Kong.

The Directors believe that by combining the business operation experience and technical systems of the Websites and the business network of Shantou Dongfeng in the PRC, Yiyun Technology would contribute to the growth of the business performance of the Group as well as to be an effective way to expand the Group’s business in the PRC and hence improve the return to the Company and its shareholders.

GENERAL

No Director of the Company has any interests in the Licence Agreement or the Supplemental Licence Agreement and none of them was required to abstain from voting on the Board resolution for approving the Licence Agreement and the Supplemental Licence Agreement. The Directors, including the independent non-executive Directors, are of the opinion that the terms of the Licence Agreement and the Supplemental Licence Agreement are fair and reasonable and on normal commercial terms and are for the interests of the Company and its shareholders as a whole.

As Yiyun Technology is a company owned as to 70% by Shantou Dongfeng and 30% by the Company, and is therefore regarded as an associate of Shantou Dongfeng and hence a connected person of the Company under the Listing Rules. The transaction contemplated under the Licence Agreement constituted a connected transaction but was fully exempted from notification, announcement, circular and shareholders’ approval requirement under Chapter 14A of the Listing Rules. The relevant applicable percentage ratios (as defined under the Listing Rules) in respect of the Supplemental Licence Agreement is less than 5%, the Supplemental Licence Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is subject to notification and announcement requirements but exempt from the circular (including independent financial advice) and shareholders’ approval requirements under the Listing Rules.

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On behalf of the Board eprint Group Limited She Siu Kee William Chairman

Hong Kong, 30 April 2016

As at the date of this announcement, the executive Directors are Mr. She Siu Kee William and Mr. Fung Hong Keung; the non-executive Directors are Mr. Lam Shing Kai, Mr. Leung Wai Ming, Mr. Chong Cheuk Ki and Mr. Deng Xiaen; and the independent non-executive Directors are Dr. Lung Cheuk Wah, Mr. Chi Man Shing Stephen and Ms. Luk Mei Yan.

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