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Goldpac Group Limited Capital/Financing Update 2013

Nov 21, 2013

50805_rns_2013-11-21_0b875e4d-4556-40a1-9559-1f92654eba2c.pdf

Capital/Financing Update

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Unless otherwise defi ned in this announcement, terms defi ned in the prospectus dated 22 November 2013 (“ Prospectus ”) issued by Goldpac Group Limited (the “ Company ”) have the same meanings when used in this announcement.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (the “ HKSCC ”) 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.

This announcement is for information purposes only and does not constitute an invitation or offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for the Offer Shares. Potential investors should read the Prospectus for detailed information about the Global Offering described below before deciding whether or not to invest in the Offer Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ US Securities Act ”). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the US Securities Act. There will be no public offer of securities in the United States. The Hong Kong Offer Shares are being offered and sold outside of the United States in offshore transactions in accordance with Regulation S under the US Securities Act. There will not and is not currently intended to be any public offering of securities in the United States.

In connection with the Global Offering, BOCI Asia Limited, as stabilising manager (the “ Stabilising Manager ”), its affi liates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after Listing Date. However, there is no obligation on the Stabilising Manager, its affi liates or any person acting for it, to conduct any such stabilising action, which, if commenced, will be done at the sole and absolute discretion of the Stabilising Manager, its affi liates or any person acting for it, and may be discontinued at any time. Any such stabilising activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilisation action, if commenced, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilising) Rules, as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilising action cannot be taken to support the price of the Shares for longer than the stabilisation period which begins on the Listing Date and is expected to expire on Friday, 27 December 2013, being the 30th day after the date of closing of the application lists under the Hong Kong Public Offering. After this date, no further stabilising action may be taken, demand for the Shares, and therefore the price of the Shares, could fall.

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Goldpac Group Limited 金邦達寶嘉控股有限公司

(Incorporated in Hong Kong with limited liability)

GLOBAL OFFERING

Number of Offer Shares under : 200,000,000 Shares (subject to the the Global Offering Over-allotment Option)

the Global Offering Over-allotment Option) Number of International Offer Shares : 180,000,000 Shares (subject to adjustment and the Over-allotment Option) Number of Hong Kong Public Offer Shares : 20,000,000 Shares (subject to adjustment) Maximum Offer Price : HK$5.67 per Offer Share (payable in full on application in Hong Kong dollars, plus brokerage fee of 1.0%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%, and subject to refund) Nominal value : HK$0.001 per Share Stock code : 3315

Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager

Joint Sponsors

Shenyin Wanguo Capital (H.K.) Limited

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Application has been made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Capitalisation Issue and the Global Offering (including the additional Shares which may be issued upon the exercise of the Over-allotment Option) and any additional Shares up to 10% of the issued share capital of the Company as at the Listing Date which may fall to be issued pursuant to the exercise of the options granted under the Pre-IPO Share Option Scheme and options which may be granted under the Share Option Scheme. In the event that the Over-allotment Option is exercised, an announcement will be made by the Company on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.goldpac.com .

The Global Offering comprises the Hong Kong Public Offering of 20,000,000 Shares (subject to adjustment), and the International Offering of an initial 180,000,000 Shares (subject to adjustment and the Over-allotment Option). The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to adjustment as described in the section headed “Structure of the Global Offering” in the Prospectus. In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International Underwriters, which is exercisable by the Sole Global Coordinator on behalf of the International Underwriters, to require the Company to allot and issue up to 30,000,000 additional Shares, representing 15% of the initial number of the Offer Shares to be offered under the Global Offering, at the Offer Price as described in the section headed “Structure of the Global Offering — Overallotment and Stabilisation — Over-allotment Option” of the Prospectus.

Subject to the granting of listing of, and permission to deal in, our Shares on the Stock Exchange and the compliance by our Company with the stock admission requirements of HKSCC, our Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in our Shares on the Stock Exchange or any other date as HKSCC chooses. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The Offer Price will not be more than HK$5.67 per Offer Share and is currently expected to be not less than HK$4.52 per Offer Share unless otherwise announced. Investors applying for Hong Kong Public Offer Shares must pay, on application, the maximum Offer Price of HK$5.67 for each Offer Share together with a brokerage of 1.0%, a SFC transaction levy of 0.003% and a Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price is lower than HK$5.67.

Application for the Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the Application Forms . Applicants who wish to be allotted the Hong Kong Offer Shares in their own names should (i) complete and sign the WHITE Application Forms or (ii) submit applications online through the designated website of the HK eIPO White Form Service Provider at www.hkeipo.hk under the HK eIPO White Form service. Applicants who wish to have the Hong Kong Offer Shares allotted and issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants should (i) complete and sign the YELLOW Application Forms, or (ii) give electronic application instructions to HKSCC via CCASS.

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Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Friday, 22 November 2013 until 12:00 noon on Wednesday, 27 November 2013, from the following locations:

  1. BOCI Asia Limited , 26th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong;

  2. Shenyin Wanguo Capital (H.K.) Limited , 28th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong; and

  3. Any of the following branches of Bank of China (Hong Kong) Limited:

Branch name Branch address Hong Kong Islands Bank of China Tower Branch 3/F, 1 Garden Road, Central, Hong Kong Wan Chai (Wu Chung House) Branch 213 Queen’s Road East, Wan Chai, Hong Kong Aberdeen Branch 25 Wu Pak Street, Aberdeen, Hong Kong Shek Tong Tsui Branch 534 Queen’s Road West, Shek Tong Tsui, Hong Kong Kowloon Humphrey’s Avenue Branch 4-4A Humphrey’s Avenue, Tsim Sha Tsui, Kowloon Prince Edward Branch 774 Nathan Road, Prince Edward, Kowloon Kwun Tong Branch 20-24 Yue Man Square, Kwun Tong, Kowloon To Kwa Wan Branch 80N To Kwa Wan Road, To Kwa Wan, Kowloon New Territories Kau Yuk Road Branch 18-24 Kau Yuk Road, Yuen Long, New Territories Citywalk Branch Shop 65, G/F, Citywalk, 1 Yeung Uk Road, Tsuen Wan, New Territories

Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Friday, 22 November 2013 until 12:00 noon on Wednesday, 27 November 2013, at the Depository Counter of HKSCC at 2nd Floor, Infi nitus Plaza, 199 Des Voeux Road Central, Hong Kong, or from your stock broker.

Applicants applying by HK eIPO White Form may submit application to the HK eIPO White Form Service Provider through the designated website www.hkeipo.hk from 9:00 a.m. on Friday, 22 November 2013 until 11:30 a.m. on Wednesday, 27 November 2013 or such later date as described under the section headed “How to Apply for the Hong Kong Public Offer Shares — 10. Effect of bad weather on the opening of the application lists” in the Prospectus (24 hours daily, except on the last application day).

CCASS Participants can input electronic application instructions from 9:00 a.m. on Friday, 22 November 2013 until 12:00 noon on Wednesday, 27 November 2013, or such later time as described in the section headed “How to apply for the Hong Kong Public Offer Shares — 10. Effect of bad weather on the opening of the application lists” of the Prospectus.

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The Company expect to announce the Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of Hong Kong Public Offer Shares on Tuesday, 3 December 2013 in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), and on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.goldpac.com . The results allocations, with the successful applicant’s identifi cation document numbers if applicable, under the Hong Kong Public Offering will be made available through a variety of channels from Tuesday, 3 December 2013 in the manner described in the paragraph headed “How to apply for the Hong Kong Public Offer Shares — 11. Publication of results” in the Prospectus.

The Company will not issue any temporary document of title or receipt for the application monies paid. Share certifi cates will only become valid at 8:00 a.m. on Wednesday, 4 December 2013 provided that the Global Offering has become unconditional and the right of termination described in the section “Underwriting — Underwriting Arrangements and Expenses — Underwriting Agreements — (a) Hong Kong underwriting agreement — Grounds for termination” in the Prospectus has not been exercised. Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Wednesday, 4 December 2013. The Shares will be traded in board lots of 1,000 Shares each. The stock code for the Shares is 3315.

By order of the board of directors of Goldpac Group Limited Lu Run Ting Chairman and executive director

Hong Kong, 22 November 2013

As at the date of this announcement, the executive directors of the Company are Mr. Lu Run Ting, Mr. Hou Ping, Mr. Lu Runyi and Mr. Lu Xiaozhong; the non-executive director of the Company are Mr. Ting Tao I and Mr. Christophe Jacques Pagezy; and the independent non-executive directors of the Company are Mr. Zhu Lijun, Mr. Mak Wing Sum, Alvin and Mr. Liu John Jianhua.

Please also refer to the published version of this announcement in the South China Morning Post.

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