Goldpac Group Limited — Share Issue/Capital Change 2016

Sep 7, 2016

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.

==> picture [235 x 41] intentionally omitted <==

Goldpac Group Limited 金 邦達 寶 嘉 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 3315)

Grant of Share Options

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).

The board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of Goldpac Group Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) hereby announces that on 7 September 2016, the Company granted to certain eligible participants (the ‘‘Grantees’’) under the share option scheme of the Company adopted by the shareholders of the Company pursuant to the written resolutions passed on 15 November 2013 (the ‘‘Share Option Scheme’’) 20,000,000 share options (the ‘‘Share Options’’) to subscribe for a total of 20,000,000 ordinary shares of the Company (the ‘‘Shares’’), representing approximately 2.4% of the total number of shares of the Company in issue as at the date of this announcement. Details of the Share Options are as follows:

Share Options

Date of grant:

7 September 2016 (the ‘‘Date of Grant’’)

Number of Share Options granted:

20,000,000 Shares Options (each Share Option shall entitle the holder to subscribe for one Share upon exercise of such Share Option)

– 1 –

Exercise price of Share Options granted:

HK$2.61 per Share Option, which represents the higher of (i) the closing price of HK$2.61 per Share on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) on the Date of Grant; and (ii) the average closing price of HK$2.61 per Share on the Stock Exchange for the five business days immediately preceding the Date of Grant

Closing price of the Shares on the HK$2.61 per Share Date of Grant:

Validity period of the Share Options:

From Date of Grant to 31 December 2023

Exercise period and conditions of the Share Options granted:

Each Grantee will be entitled to exercise his/her respective Share Options in the following manner:

• (a) conditional upon the achievement of certain performance targets by the relevant Grantees and/or the Group, up to 1/3 (i.e. approximately 33.33%) of the Share Options so granted to him/her at any time during a period commencing from 3 April 2017 and ending on 31 December 2023;

• (b) conditional upon the achievement of certain performance targets by the relevant Grantees and/or the Group, up to 2/3 (i.e. approximately 66.67%) of the Share Options so granted to him/her less the Share Options which have been exercised by him/her at any time during a period commencing from 3 April 2018 and ending on 31 December 2023; and

• (c) conditional upon the achievement of certain performance targets by the participants Grantees and/or the Group, up to 100% of the Share Options so granted to him/her less the Share Options which have been exercised by him/her at any time during a period commencing from the 3 April 2019 and ending on 31 December 2023.

– 2 –

Among the Share Options granted, 1,170,000 Share Options were granted to the following Directors, details of which are as follows:

		Number of Shares
		to be issued upon
		full exercise of
		Share Options and
		the approximate
		percentage in the
		total number of
		shares of the
		Company in issue
		as at the date of
Name of Director	Positions held with the Company	this announcement
HOU Ping	Executive Director & Chief Executive Officer	600,000
		(0.072%)
LU Runyi(Note)	Executive Director & Senior Vice President	420,000
		(0.050%)
LU Xiaozhong	Executive Director & Senior Vice President	150,000
		(0.018%)

Note: Mr. LU Runyi is the younger brother of Mr. LU Run Ting, who is an executive Director, the chairman and a substantial shareholder (as defined in the Listing Rules) of the Company.

The grant of Share Options to the above Directors has been approved by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules.

Save as disclosed in this announcement, none of the Grantees is a director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company, or an associate (as defined in the Listing Rules) of any of them.

By Order of the Board Goldpac Group Limited Mr. LU Run Ting Chairman and Executive Director

Hong Kong, 7 September 2016

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 Directors of the Company are Mr. Christophe Jacques Pagezy and Mr. Ting Tao I; and the independent non-executive Directors of the Company are Mr. Mak Wing Sum Alvin, Mr. Zhu Lijun and Mr. Liu John Jianhua.

– 3 –