Youzan Technology Limited — Capital/Financing Update 2016

Nov 10, 2016

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This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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China Innovationpay Group Limited 中國創新支付集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8083)

DISCLOSEABLE TRANSACTION PROVISION OF COLLATERAL GUARANTEE TO HAIER CONSUMER FINANCE

COLLATERAL GUARANTEE

On 8 November 2016, Beijing TTSB provided a guarantee in favor of Haier Finance for the financing facility granted to Haier Consumer Finance. Pursuant to the Credit Facility Agreement, Haier Finance will grant a financing facility of RMB2.5 billion to Haier Consumer Finance, and Beijing TTSB will provide a guarantee amounted to RMB250 million (equivalent to approximately HK$286.11 million) on a pro rata basis for the 10% shareholdings in Haier Consumer Finance held by it. Beijing TTSB (hereafter referred as “Pledgor”) made its 10% shareholdings in Haier Consumer Finance (hereafter referred as “Guarantee”) as Collateral Subject to provide Collateral Guarantee for the debts incurred by the Guarantee and Haier Finance Company Limited (hereafter referred as “Pledgee”).

As the applicable percentage ratios (as defined in the GEM Listing Rules) in respect of the Corporate Guarantee exceed 5% but are less than 25%, the Corporate Guarantee constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules, and is subject to the reporting and announcement requirements under the GEM Listing Rules.

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COLLATERAL GUARANTEE

General Information of the Guarantee

Haier Consumer Finance is an associate of the Company, and the Company holds 10% of its shareholdings through Beijing TTSB. Haier Consumer Finance is primarily engaged in the lending of personal consumer loans. It has operated smoothly since opening and its liquidity needs to be expanded to meet the needs of its business. In order to ensure a smooth operation, the company needs to conduct another financing to raise a total of RMB2.5 billion (equivalent to approximately HK$2.86 billion).

In order to apply for a financing facility from Haier Finance, Haier Consumer Finance is seeking from its shareholders to provide a guarantee on a pro rata basis based on their respective capital contribution proportion at the time the company established. Beijing TTSB will provide a guarantee of RMB250 million (equivalent to approximately HK$286 million) based on its 10% contribution.

Reasons for and Benefits of the Transaction

Haier Consumer Finance is an associate invested by the Company. Haier Consumer Finance was established on 26 December 2014 with a registered capital of RMB500 million. Since its establishment at the end of 2014 and up to June 2016, the company has already extended nearly RMB3.0 billion (equivalent to approximately HK$3.433 billion) of consumer loans and is expected continous positive development. The Company and other shareholders of Haier Consumer Finance will provide joint guarantee for the loan granted to Haier Consumer Finance, which can help Haier Consumer Finance obtaining liquidity, so as to ensure it can operate normally and continue to grow.

As a key associate to improve the Company’s finance payment industrial chain, the rapid and healthy development of the business of Haier Consumer Finance will also have positive effect on the healthy development of the overall payment business of the Company, which is in the interests of the Company and the Shareholders as a whole.

The provision of Corporate Guarantee will not have any immediate effect on the earnings, assets and liabilities of the Company. In the event that there is any liabilities arisen from the Corporate Guarantee, the Company will use its internal resources to settle.

To earnestly fulfill the Credit Facility Agreement, on 8 November 2016, Beijing TTSB (hereafter referred as “Pledgor”) made its 10% shareholdings in Haier Consumer Finance (hereafter referred as “Guarantee”) as Collateral Subject to provide the Collateral Guarantee for the debts incurred by the Guarantee and Haier Finance Company Limited (hereafter referred as “Pledgee”).

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Parties:

• Pledgee: Haier Finance, a non-banking financial institution among the first batch of companies being approved to carry out all kinds of domestic and foreign currencies businesses. It holds 19% of the shares of Haier Consumer Finance, and will grant a financing facility of RMB2.5 billion to Haier Consumer Finance. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, except for the co-investment in Haier Consumer Finance, the Creditor and its ultimate beneficial owner is a third party independent of the Company and its connected persons (as defined in the GEM Listing Rules).

Pledgor:

Beijing TTSB, a wholly-owned subsidiary of the Group

• Guarantee: Haier Consumer Finance, an associate of the Group, and the Group holds 10% of its shares through Beijing TTSB

• Scope of Collateral includes (1) 10% of the debt principal, interest, compound interest, handling fees, Guarantee: defaulting charges, liquidated damages, custody charges and expenses for the enforcement of right of the pledge (including but not limited to litigation charges, solicitor fees and travelling expenses) borne by the Guarantee to the Pledgee under the master contract and all other charges payable; (2) the debt borne by the Guarantee to the Pledgee in the event that the master contract is being cancelled, declared void or in accordance with the ruling of the court.

• Collateral Subject: 10% shareholdings in Haier Consumer Finance owned by Beijing TTSB

GEM LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined in the GEM Listing Rules) in respect of the Corporate Guarantee exceed 5% but are less than 25%, the Corporate Guarantee constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules, and is subject to the reporting and announcement requirements under the GEM Listing Rules.

DEFINITIONS

Unless the context requires otherwise, the following terms have the following meanings in this announcement:

“Board”

the board of Directors

“Company”

China Innovationpay Group Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the GEM

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“Director(s)”

the director(s) of the Company

“Group” the Company and its subsidiaries “Beijing TTSB” 北京天同賽伯信息科技有限公司 (Beijing Tiantongsaibo Information Technology Co., Ltd.), an indirect wholly-owned subsidiary of the Company, and an advanced-technology company with limited liability legally established and validly existing in accordance with the laws of the People’s Republic of China “Haier Finance” 海爾集團財務有限責任公司 (Haier Finance Company Limited), a corporate finance company legally established and validly existing in accordance with the laws of the People’s Republic of China, and a nonbanking financial institution registered in the PRC with a “Financial License” “Pledgor” Beijing TTSB “Guarantee” Haier Consumer Finance “Pledgee” 海爾集團財務有限責任公司 (Haier Finance Company Limited*), a non-banking financial institution among the first batch of companies being approved to carry out all kinds of domestic and foreign currencies businesses. It holds 19% of the shares of Haier Consumer Finance, and will grant a financing facility of RMB2.5 billion to Haier Consumer Finance “Haier Consumer 海爾消費金融有限公司 (Haier Consumer Finance Co., Ltd.*), a Finance” company incorporated in Qingdao City, PRC with limited liability and is an associate of the Group, and the Group holds 10% of its shares through Beijing TTSB “Credit Facility the agreement in respect of the granting of RMB2.5 billion financing Agreement” facility to the Guarantee by the Creditor “Collateral Guarantee” the collateral guarantee provided by Beijing TTSB to guarantee the debt liability incurred by Haier Consumer Finance, which was executed on 8 November 2016 “Collateral Subject” 10% shareholdings in Haier Consumer Finance owned by Beijing TTSB

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“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	holder(s) of the Share(s)
“Hong Kong”	Hong Kong Special Administrative Region of the People’s Republic of
	China
“PRC”	People’s Republic of China which, for the purpose of this
	announcement only, excludes Hong Kong, the Macau Special
	Administrative Region and Taiwan
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM of the Stock
	Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.
	By Order of the Board
	China Innovationpay Group Limited
	Guan Guisen
	Chairman
Hong Kong, 10 November 2016

• for identification purposes only

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As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Guan Guisen, Mr. Cao Chunmeng and Mr. Yan Xiaotian; and three independent non-executive Directors, namely Dr. Fong Chi Wah, Mr. Wang Zhongmin and Mr. Gu Jiawang.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website for at least 7 days from the date of its posting and on the Company’s website at www.innovationpay.com.hk.

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