Goldpac Group Limited — Capital/Financing Update 2018

Jun 29, 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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Goldpac Group Limited 金邦達寶嘉控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 3315)

DISCLOSEABLE TRANSACTION PURCHASE OF STRUCTURED DEPOSIT

PURCHASE OF STRUCTURED DEPOSIT

On 29 June 2018, Goldpac Limited, a subsidiary of the Company, entered into the BOCOM Structured Deposit Agreement with BOCOM. Pursuant to the BOCOM Structured Deposit Agreement, Goldpac Limited has agreed to purchase structured deposit of RMB100 million using internal resources of the Group.

LISTING RULES IMPLICATION

Pursuant to the Listing Rules, as one of the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) of the transaction amount under the BOCOM Structured Deposit Agreement exceeds 5% but is less than 25%, the purchase of structured deposit under the BOCOM Structured Deposit Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.

BACKGROUND

The Board announced that on 29 June 2018, Goldpac Limited, a subsidiary of the Company, entered into the BOCOM Structured Deposit Agreement with BOCOM, pursuant to which Goldpac Limited agreed to purchase structured deposit of RMB100 million.

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The material terms of the BOCOM Structured Deposit Agreement are set out as follows:

THE BOCOM STRUCTURED DEPOSIT AGREEMENT

Parties : (i) Goldpac Limited; and (ii) BOCOM. To the best knowledge, information and belief of the Directors, BOCOM and its ultimate beneficial owners are Independent Third Parties. Date : 29 June 2018 Product Name : BOCOM Yuntong Fortune Periodic Structured Deposit (Term Structure Type) Purchase amount : RMB100 million Term of investment : 126 days (from 2 July 2018 to 5 November 2018) Type of investment : Principal guaranteed with floating return return: Expected Annualized : 4.5% return rate Right of early : BOCOM has right of early termination on the predetermined termination early termination day, the ninth working day prior to the expiry day (exclusive) of the BOCOM Structured Deposit Agreement.

To the best knowledge, information and belief of the Directors, BOCOM and its ultimate beneficial owners are Independent Third Parties.

The terms of the BOCOM Structured Deposit Agreement were arrived at after arm’s length negotiation between the parties taking into account the terms of investment, type of investment return and expected annualized return rate. The purchase of the structured deposit has been fully funded by the internal resources of the Group.

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REASONS FOR AND BENEFITS OF THE PURCHASE OF THE STRUCTURED DEPOSIT

The reasonable and efficient use of temporary idle funds will enhance the overall capital gain of the Group, which is consistent with the core objectives of the Group to ensure capital safety and liquidity. The impact of risk factors on the expected rates of return of the structured deposit purchased under the BOCOM Structured Deposit Agreement is low, but the Group can get a higher return compared with current deposits in commercial banks in the PRC.

The Directors (including independent non-executive directors) consider that the terms and the transaction contemplated under the BOCOM Structured Deposit Agreement are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of business of the Group, and are in the interests of the Company and its shareholders as a whole.

INFORMATION ABOUT THE PARTIES

The Group is specialised in delivering payment system platform, embedded software & secure products, personalisation service, card-issuance system, multi-application terminal and customised solutions, covering a wide business range of financial, social security, healthcare, transportation, retails, mobile payment, identities and third party payment. The Company is the exclusive secure payment products supplier in Mainland China, which is certified by all six of the world leading credit card organisations of China UnionPay, VISA, MasterCard, American Express, JCB and Diners’Club.

BOCOM is a bank licensed and incorporated under the laws of the PRC. The principle business of BOCOM includes the provision of corporate banking services to its customers.

LISTING RULES IMPLICATIONS

Pursuant to the Listing Rules, as one of the applicable percentage ratios (as calculated in accordance with Rule 14.07 of the Listing Rules) of the transaction amount under the BOCOM Structured Deposit Agreement exceeds 5% but is less than 25%, the purchase of structured deposit under the BOCOM Structured Deposit Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.

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DEFINITIONS

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

“Board”	the board of Directors
“Company”	Goldpac Group Limited, a limited liability company
	incorporated in Hong Kong, the shares of which are listed on
	the Stock Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries from time to time
“Hong Kong”	The Hong Kong Special Administrative Region of the PRC
“BOCOM”	Bank of Communications Co., Ltd.
“BOCOM Structured Deposit	BOCOM Structured Deposit Contract entered into between
Agreement”	Goldpac Limited and BOCOM on 29 June 2018, details of
	which are disclosed in this announcement
“Independent Third Parties”	third parties independent of the Company and its connected
	persons
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	shareholder(s) of the Company

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“%”

per cent

By Order of the Board Goldpac Group Limited LU Run Ting

Chairman and Executive Director

Hong Kong, 29 June 2018

As at the date of this announcement, the executive Directors of the Company are Mr. LU Run Ting, Mr. HOU Ping, Mr. LU Runyi, Mr. LU Xiaozhong and Mr. WU Siqiang; the non-executive Director of the Company is Mr. LING Wai Lim ; and the independent non-executive Directors of the Company are Mr. MAK Wing Sum Alvin, Mr. LIU John Jianhua and Ms. YE Lu.

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