PAX Global Technology Limited — M&A Activity 2015

May 20, 2015

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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PAX Global Technology Limited 百富環球科技有限公司 * (Incorporated in Bermuda with limited liability)

(Stock Code: 327)

VOLUNTARY ANNOUNCEMENT SUBSCRIPTION OF QUOTA EQUAL TO 70% CORPORATE CAPITAL OF PAX ITALIA S.R.L.

This is a voluntary announcement made by the Company.

The Subscription does not constitute a transaction of the Company required to be disclosed under Rule 13.09, Chapter 14 and Chapter 14A of the Listing Rules, or pursuant to the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

SUBSCRIPTION OF QUOTA EQUAL TO 70% CORPORATE CAPITAL OF PAX ITALIA S.R.L.

The Board is pleased to announce that on 20 May 2015, the Subscriber, a wholly-owned subsidiary of the Company, entered into the Subscription Agreement, major terms summarised below:

• Date: 20 May 2015

• Parties: (i) the Subscriber (as subscriber);

• (ii) the Target Company (as issuer);

• (iii) Seho Park, an individual holding a quota equal to 55% of the corporate capital in the Target Company as at the date of the Subscription Agreement;

• (iv) Moveo S.r.l., a company incorporated under the laws of Italy and holds a quota equal to 25% of the corporate capital in the Target Company as at the date of the Subscription Agreement; and

• For identification purpose only

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• (v) Andrea Zucchiatti, an individual holding a quota equal to 20% of the corporate capital in the Target Company as at the date of the Subscription Agreement,

(iii) to (v) together, the “Target Company Quotaholders”.

The Target Company is a company incorporated in Italy with limited liability and is entirely owned by the Target Company Quotaholders as at the date of this announcement. The Target Company is one of the largest customers of the Group in Europe. It is principally engaged in developing and customizing software systems for the banks in Italy. It is a system integrator that has various European banking proprietary software integrated in the Group’s point-of-sale (POS) platform and provides after-service on a wide range of product models of the Group.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Target Company, each of the Target Company Quotaholders and their respective ultimate beneficial owner is an Independent Third Party.

Subscription Quota

The Subscriber will subscribe for, and the Target Company will allot and issue the Subscription Quota. Upon Completion, the Subscriber shall hold 70% of the corporate capital in the Target Company as enlarged by the Subscription Quota.

Consideration

The consideration for the Subscription Quota is Euro Dollar 4,670,000.00 (or equivalent amount in other currency).

Conditions precedent

Completion is conditional upon:

• (i) satisfactory legal opinion from the Subscriber’s counsel in Italy (at the Target Company’s cost) as to the enforceability of the Subscription Agreement, title of the Target Company Quotaholders, material contracts entered into by the Target Company, intellectual property rights of the Target Company, litigation and proceedings involved (if any) and all matters which are crucial for consideration by investor in similar transactions;

• (ii) the Target Company, the Subscriber and the Target Company Quotaholders obtaining all the government, corporate, creditors’, Quotaholders’ and other necessary approval or consents relating to each of them respectively with respect to the implementation of the Subscription Agreement;

• (iii) there is no breach of any of the representations and warranties given under the Subscription Agreement, and such representations and warranties remain true and correct as at the Capital Increase Date; and

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• (iv) since the date of the Subscription Agreement and including and up to the Capital Increase Date, there has been no adverse event or development reasonably likely to result in an adverse event in the condition (finance and otherwise) or general affairs of the Target Company which is material in the context of the Capital Increase.

In case the above conditions are not satisfied or waived by the Subscriber by 15 September 2015, the Subscription Agreement shall lapse and cease to have effect and none of the parties shall have any claim against the other, save for antecedent breaches. Completion shall take place within five Business Days from the date of fulfilment of the above conditions.

Other major terms

The Subscription Agreement contains customary representations, warranties and indemnifications by the Target Company and the Target Company Quotaholders with respect to financial statements, results of operations and properties of the Target Company.

To secure the indemnification obligations under the Subscription Agreement arising from breach of representations, warranties, undertakings, undisclosed liabilities, third party claims arising before the Subscription Date (“triggering events”), the Target Company Quotaholders shall pledge in favour of the Subscriber such number of quota in the Target Company representing an aggregate 15% of the corporate capital in the Target Company. Such pledges shall have a duration of five years from the date of the Subscription or for a longer period in case any of the triggering events shall occur.

Governance of the Target Company

For at least the first three years from the Subscription Date, (i) a new board of directors of the Target Company shall be appointed which shall be composed of three members, two of them will be appointed by the Subscriber and the other one will be appointed by the Target Company Quotaholders, and (ii) a statutory auditor will be jointly appointed by the Target Company Quotaholders and the Subscriber.

Non-competition undertaking

At the date of the Subscription, the Target Company Quotaholders and Mr. Mario Spolverini, the majority quotaholder of Moveo S.r.l., shall enter into non-compete agreements pursuant to which the Target Company Quotaholders and Mr. Spolverini agree that,

• (i) after a Target Company Quotaholder ceases to be a quotaholder, director or manager of the Target Company, he/it shall not carry on, directly or indirectly, business in competition with the Restricted Business for a period of three years within the territory of Europe (geographical area, same below), such period commencing on the following with respect to different persons/entities:

• in respect of Moveo S.r.l., from the date it ceases to be a quotaholder of the Target Company;

• in respect of Mr. Seho Park, from the date he ceases to be a director of the Target Company; and

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• in respect of Mr. Andrea Zucchiatti, from the date he ceases to be a manager of the Target Company.

No consideration will be paid to Target Company Quotaholders and Mr. Seho Park for this undertaking.

For Mr. Andrea Zucchiatti, as a manager of the Target Company, will be paid a consideration equal to Euro Dollar 30,000.00 per year for this undertaking.

• (ii) for a period of three years from the Subscription Date, Mr. Mario Spolverini will not carry on, directly or indirectly, business in competition with the Restricted Business within the territory of Europe.

No consideration will be paid to Mr. Mario Spolverini for this undertaking.

Reasons for the Subscription

The Company aimed at strengthening its presence in the European market and its support for distributors throughout the region with software and hardware services, by providing stronger financial and other corporate supports to the Target Company. The Subscription will facilitate a faster expansion of the Company’s business in the Europe, the Middle East and Africa region.

General

The Subscription does not constitute a transaction of the Company required to be disclosed under Rule 13.09, Chapter 14 and Chapter 14A of the Listing Rules, or pursuant to the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

Upon Completion, the Target Company will become an indirect subsidiary of the Company, and the accounts of the Target Company will be consolidated into the accounts of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the meanings set out below:

“Board” the board of directors of the Company “Business Day” any day other than (i) a Saturday, Sunday; (ii) a day on which banking institutions in Milan are authorized or obligated to close by law, executive order or any regulations specifically applicable to banking institutions; and (iii) a day on which licensed commercial banks in Hong Kong are not open for general banking business for members of public in Hong Kong

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• “Capital Increase” the capital increase of Euro Dollar 4,670,000 of the Target Company which shall be subscribed for and paid-in in cash by the Subscriber on the terms and conditions set out in the Subscription Agreement

• “Capital Increase Date”

• the date of the resolutions of the Target Company Quotaholders approving and effecting the Capital Increase

• “Company”

• Pax Global Technology Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 327)

• “Completion” completion of the Subscription

• “Euro Dollar” the lawful currency for the time being of European Union

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Third Party(ies)”

• any persons or company(ies) and their respective ultimate beneficial owners, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are not connected persons of the Company and are third parties independent of the Company and its connected persons in accordance with the Listing Rules

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Restricted Business” current and future business of the Target Company including but not limited to development and sale of electronic fund transfer point-of-sale (“E-payment Terminal”) products, software development of applications for E-payment Terminal products and related services and such other business of the Target Company at the time the relevant Target Company Quotaholder(s) cease(s) to be a quotaholder and/or director and/or manager of the Target Company

• “SFO”

• The Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

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“Subscriber”

• Pax Technology Limited, a wholly-owned subsidiary of the Company, or any company controlled by Pax Technology Limited and designated by Pax Technology Limited to subscribe the Subscription Quota

• “Subscription”

• the subscription of the Subscription Quota by the Subscriber pursuant to the Subscription Agreement

• “Subscription Agreement”

• the subscription agreement dated 20 May 2015 entered into by the Subscriber, the Target Company and the Target Company Quotaholders

• “Subscription Date”

the Capital Increase Date

• “Subscription Quota”

• such number of quota in the Target Company, which, upon Completion, represents 70% of the corporate capital of the Target Company, as enlarged by the issue of such quota

• “Target Company”

• Pax Italia S.r.l., a company incorporated in Italy with limited liability

• “%” per cent

By Order of the Board PAX Global Technology Limited Li Wenjin Executive Director

Hong Kong, 20 May 2015

As at the date of this announcement, the Board comprises three Executive Directors, namely, Mr. Nie Guoming, Mr. Lu Jie and Mr. Li Wenjin and three Independent Non-Executive Directors, namely Mr. Yip Wai Ming, Dr. Wu Min and Mr. Man Kwok Kuen, Charles.

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