Global Token : Announcements and Notices - Termination of Continuing Connected Transactions and Business Update

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.

GLOBAL TOKEN LIMITED

環球通証有限公司

(continued in Bermuda with limited liability)

(Stock Code: 8192)

TERMINATION OF CONTINUING CONNECTED TRANSACTIONS

AND BUSINESS UPDATE

Reference is made to the announcement of the Company dated 7 December 2017 in relation to, among other things, the Licence Agreement entered into between Tide Global Exchange and Tide Digital and the announcement of the Company dated 31 May 2019 in relation to, among other things, the supplemental information on the 2018 Annual Results Announcement and 2018 Annual Report. As disclosed in the 2017 Announcement, the transactions contemplated under the Licence Agreement constituted continuing connected transactions of the Company.

The Board announces that on 21 June 2019, Tide Global Exchange entered into the Termination Agreement with Tide Digital to terminate the Licence Agreement with effect from the Termination Date.

Reference is made to the announcement of Global Token Limited ("Company" together with its subsidiaries, the "Group") dated 7 December 2017 ("2017 Announcement") in relation to, among other things, the Licence Agreement entered into between Tide Global Exchange (a non-wholly owned subsidiary of the Company) and Tide Digital (a company ultimately owned as to 85% by Mr. Chen and 15% by Ms. Ma) and the announcement of the Company dated 31 May 2019 in relation to, among other things, the supplemental information on the 2018 Annual Results Announcement and 2018 Annual Report ("2019 Announcement", together with the 2017 Announcement, "Announcements"). As disclosed in the 2017 Announcement, the transactions contemplated under the Licence Agreement constituted continuing connected transactions of the Company.

Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless the context requires otherwise.

- 1 -

TERMINATION OF LICENCE AGREEMENT

The Board announces that on 21 June 2019, Tide Global Exchange entered into a termination agreement ("Termination Agreement") with Tide Digital to terminate the Licence Agreement with effect from 21 June 2019 ("Termination Date"). Neither party is required to pay any compensation or penalty to the other party in respect of the early termination of the Licence Agreement pursuant to the Termination Agreement.

The principal terms of the Termination Agreement are as follows:

The terms of the Termination Agreement have been agreed by the parties after arm's length negotiation and are on normal commercial terms. As as the date of this announcement, there is no outstanding licence fee due and payable to Tide Digital.

- 2 -

REASONS FOR ENTERING INTO THE TERMINATION AGREEMENT

The Group is principally engaged in (i) trading business; (ii) air-conditioner rental business;

1. money lending business; (iv) securities brokerage and related business; and (v) blockchain technology related business, including (a) mainstream cryptocurrency trading; and

1. provision of blockchain technology services. Upon the Termination Date, the Group has ceased to carry on the business relating to the provision of a non-mainstream cryptocurrency trading platform.

Based on the unaudited financial information for the three months ended 31 March 2019 and the preliminary review of the latest financial information of the Group, the Directors (including the independent non-executive Directors) realise that the Group's business of the provision of a non-mainstream cryptocurrency trading platform did not generate enough revenue to cover its operating expenses and legal expenses. Thus, the Directors (including the independent non-executive Directors) consider carefully that it is not feasible to continue the operation of the Trading System based on the cost and benefit analysis and decide to discontinue the entire business relating to the provision of a non-mainstream cryptocurrency trading platform. In addition, as disclosed in the 2019 Announcement, having considered the Trading System has resulted in the 2018 Qualified Opinion, the Directors (including the independent non- executive Directors) decide to terminate the operation of the Trading System with a view to addressing the 2018 Qualified Opinion and further remove any related qualified opinion in the annual results of the Group for the year ending 31 December 2019.

Save as disclosed above, the Directors do not expect that the termination of the Licence Agreement will have any material adverse impact on the Group's operations or financial position.

GEM LISTING RULES IMPLICATIONS

Tide Digital, is ultimately owned as to 85%, by Mr. Chen and 15% by Ms. Ma. Accordingly, Tide Digital is a connected person of the Company for the purpose of Chapter 20 of the GEM Listing Rules. The transactions contemplated under the Licence Agreement constituted continuing connected transactions. For details, please refer to the 2017 Announcement.

- 3 -

In view of their respective indirect shareholding in Tide Digital, Mr. Chen and Ms. Ma are deemed to have a material interest in the Termination Agreement and, hence abstained from voting on the relevant resolution in respect of the Termination Agreement. Other than Mr. Chen and Ms. Ma, none of the Directors has a material interest in the Termination Agreement and the transactions contemplated thereunder or is required to abstain from voting on the relevant resolution(s).

By Order of the Board

Global Token Limited

Ma Jian Ying

Co-Chief Executive Officer and Executive Director

Hong Kong, 21 June 2019

As at the date of this announcement, the board of Directors comprises Mr. Chen Ping, Ms. Ma Jian Ying, Ms. Xie Bin, Mr. Tsang Chun Kit Terence and Mr. Wang An Zhong as executive Directors, Mr. Shi Guang Rong as non-executive Director and Mr. Leung Wah, Ms. Wong Mei Ling and Mr. Qin Hui as independent non-executive Directors.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM 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 GEM website at www.hkgem.com on the "Latest Company Announcements" page for at least 7 days from the date of its posting and on the Company website at www.8192.com.hk.

- 4 -