NetMind Financial : PROFIT WARNING AND BUSINESS UPDATE

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NetMind Financial Holdings Limited

網智金控集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 985)

PROFIT WARNING AND BUSINESS UPDATE

This announcement is made by NetMind Financial Holdings Limited (the "Company", and together with its subsidiaries, the "Group") pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

PROFIT WARNING

Based on a preliminary review by the Company's management on the management accounts of the Group, the board of directors of the Company (the "Board") wishes to inform the shareholders of the Company (the "Shareholders") and potential investors of the Company that the Group is expected to record a significant loss for its financial year ended 31 March 2017 as compared with the loss recorded by the Group for its financial year ended 31 March 2016. The Board considers that the expected significant loss was primarily attributable to the combined effect of the following factors:

1. due to volatility and unstability of the financial market, there will be a net loss on fair value changes of financial assets at fair value through profit or loss for the financial year ended 31 March 2017 of approximately US$198 million as compared with net gain on fair value changes of financial assets at fair value through profit or loss for the financial year ended 31 March 2016 of approximately US$67 million; and

2. due to the stagnant low copper price and the very limited copper reserves causing further decrease in copper production from Lady Annie mine, revenue derived from the copper mining business of the Group has significantly reduced of approximately 69%. The revenue derived from the copper mining business of the Group for the financial year ended 31 March 2017 is approximately US$14 million as compared with approximately US$45 million for its financial year ended 31 March 2016.

This profit warning announcement is only based on the preliminary review on the management accounts of the Group, which has not been reviewed nor confirmed by the Company's auditors.

The Company is in the process of finalizing the annual results of the Group for the financial year ended 31 March 2017. The overall financial results of the Group for the financial year ended 31 March 2017 will only be ascertained when all the relevant results and treatments are finalized. The annual results announcement of the Group for its financial year ended 31 March 2017 is expected to be announced in late June 2017.

BUSINESS UPDATE

As stated in the interim report of the Group for the six months ended 30 September 2016, the e- logistics industry in the People's Republic of China saw a large number of new platforms and intensified industry competition and the growth rate of the internet logistics service of the Company in the People's Republic of China (the "E-logistics Platform Business") is slowing down rapidly as a whole. Facing the changing industrial environment and intensive competition, the Group has been reviewing the business direction of the E-logistics Platform Business and its financial position so as to limit the influence of this plight. In light of the changing industrial environment of the E-logistics Platform Business, the Group has decided to scale down the operation of its e-logistics platform and substantially reduce resources allocated to this business, including further cash investment, until the Company sees an improvement of the market environment.

No material cash flow impact is expected to be occurred after scaling down the operation. However, the Group may consider recognising an impairment loss on goodwill and the ultimate result will be subject to finalisation and impairment assessment by an independent valuer in the coming annual audit.

In respect of the E-logistics Platform Business, the Group will review its financial position as well as the development of the industry from time to time in order to formulate appropriate cost- effective and efficient measures which will benefit the Group as a whole.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

On behalf of the Board

NetMind Financial Holdings Limited

Chiu Tao

Executive Director and Chairman

Hong Kong, 31 March 2017

As at the date of this announcement, the Board comprises (i) Mr. Chiu Tao (Chairman), Mr. Hui Richard Rui, Mr. Lee Ming Tung, Mr. Kwan Kam Hung, Jimmy, Mr. Yeung Kwok Yu, Mr. Tsui Ching Hung, Mr. Chen Weixing and Mr. Wah Wang Kei, Jackie as executive directors of the Company; and (ii) Mr. Yu Pan, Ms. Tong So Yuet, Ms. Ma Yin Fan and Mr. Leung Hoi Ying as independent non-executive directors of the Company.