eprint Group Limited — Capital/Financing Update 2018

Sep 27, 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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eprint GROUP LIMITED eprint 集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1884)

CONNECTED TRANSACTION

IN RELATION TO PROVISION OF LOAN

THE LOAN AGREEMENT

The Board announces that on 27 September 2018 (after trading hours), the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to provide the Loan to the Borrower in the principal amount of HK$10,000,000 for a period of one year commencing from the date of the Loan Agreement at an interest rate of 10% per annum.

LISTING RULES IMPLICATION

Mr. JH Li is a director of e-banner and the son of Mr. CK Li, who is a director of the Borrower and owns as to approximately 50% of the total issued shares of the Borrower. As such, each of Mr. JH Li, Mr. CK Li and the Borrower is a connected person at the subsidiary level. The transaction contemplated under the Loan Agreement constitutes connected transaction of the Company under Chapter 14A of the Listing Rules.

As all the applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions contemplated under the Loan Agreement are more than 0.1% but less than 5%, the transaction contemplated under the Loan Agreement is subject to reporting and announcement requirements but is exempted from circular and the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

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The Board announces that on 27 September 2018 (after trading hours), the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender agreed to provide the Loan to the Borrower in the principal amount of HK$10,000,000 for a period of one year commencing from the date of the Loan Agreement at an interest rate of 10% per annum.

THE LOAN AGREEMENT

Date	:	27	September 2018 (after trading hours)
Parties	:	(i)	Promise Network Printing Limited as Lender;
			and
		(ii)	Sun Cheong Paper Development Limited as
			Borrower

The Lender is a company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company. It is principally engaged in provision of printing services.

The Borrower is a company incorporated in Hong Kong and is principally engaged in the supply and sales of paper.

Principal terms of the Loan Agreement

Principal amount of	:	HK$10,000,000
the Loan
Term	:	One year from the date of the Loan Agreement
Interest rate	:	10% per annum
Repayment	:	The outstanding balances of the Loan shall be repaid by
		the Borrower to the Lender on or before the date falling
		on the expiry of one year from the date of the Loan
		Agreement. The interest accrued thereon shall be paid
		by the Borrower to the Lender on a monthly basis
Early Repayment	:	The Borrower may prepay part or whole of the Loan or
		the remaining outstanding balance thereof at any time
		without penalty by giving not less than 1-week prior
		notice in writing to the Lender
Expenses	:	The Borrower agreed to pay to the Lender a sum of
		HK$80,000 on the date of the Loan Agreement as the
		expenses (including, but not limited to, all legal costs
		and disbursements) incurred by the Lender in
		connection with the preparation and execution of the
		Loan Agreement

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The Group will finance the Loan from its internal resources.

REASONS FOR AND BENEFITS OF ENTERING INTO OF THE LOAN AGREEMENT

The principal activity of the Company is investment holding. The principal activities of the Group are the provision of printing services and solutions on advertisement, bound books and stationeries, to a diversified customer base in Hong Kong.

The Loan Agreement was negotiated on an arm’s length basis. The Loan’s interest rate is higher than the interest rate received by the Group by placing cash deposits with commercial banks in Hong Kong. Taking into account the cash inflow and revenue to be generated from the expected interest income in connection with the Loan, the Directors (including all the independent nonexecutive Directors) are of the view that the terms of the Loan Agreement are fair and reasonable having considered the current market norm in relation to similar transactions and in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATION

Mr. JH Li is a director of e-banner and the son of Mr. CK Li, who is a director of the Borrower and owns as to approximately 50% of the total issued shares of the Borrower. As such, each of Mr. JH Li, Mr. CK Li and the Borrower is a connected person at the subsidiary level. The transaction contemplated under the Loan Agreement constitutes connected transaction of the Company under Chapter 14A of the Listing Rules.

As all the applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions contemplated under the Loan Agreement are more than 0.1% but less than 5%, the transaction contemplated under the Loan Agreement is subject to reporting and announcement requirements but is exempted from circular and the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meaning:

“Board” the board of Directors “Borrower” Sun Cheong Paper Development Limited, a company incorporated in Hong Kong with limited liability

“Company” eprint Group Limited, an exempted company with limited liability incorporated under the Companies Law of the Cayman Islands whose shares are listed and traded on the main board of the Stock Exchange (Stock code: 1884)

“connected person” has the meaning ascribed to this term under the Listing Rules

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“connected person at the	has the meaning ascribed to this term under the Listing
subsidiary level”	Rules
“Directors”	the directors of the Company
“e-banner”	e-banner Limited, a company incorporated in Hong Kong
	with limited liability and a 51% non wholly-owned
	subsidiary of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Lender”	Promise Network Printing Limited, a company
	incorporated in Hong Kong with limited liability and a
	wholly-owned subsidiary of the Company
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Loan”	the loan in the principal amount of HK$10,000,000 made
	pursuant to the Loan Agreement
“Loan Agreement”	the loan agreement dated 27 September 2018 entered into
	between the Lender and the Borrower in relation to the
	provision of the Loan
“Mr. CK Li”	Mr. Li Cham Kuen, a director and a shareholder who owns
	as to approximately 50% of the total issued shares of the
	Borrower, the father of Mr. JH Li and a connected person
	at the subsidiary level
“Mr. JH Li”	Mr. Li Jian Hua, a director of e-banner, the son of Mr. CK
	Li and a connected person at the subsidiary level
“Share(s)”	ordinary share(s) of HK$0.01 each in the issued share
	capital of the Company
“Shareholder(s)”	holder(s) of the Share(s)

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

By Order of the Board eprint Group Limited She Siu Kee William Chairman

Hong Kong, 27 September 2018

As at the date of this announcement, the executive Directors are Mr. She Siu Kee William and Mr. Lam Shing Kai; the non-executive Directors are Mr. Leung Wai Ming, Mr. Chong Cheuk Ki and Mr. Deng Xiaen; and the independent non-executive Directors are Mr. Poon Chun Wai, Mr. Fu Chung and Mr. Ma Siu Kit.

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