Gome Finance Technology : Major and Connected Transaction in Respect of the Loan for the Acquisition of the Target Company / Continuing Connected Transactions in Respect of the Entry of ...

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國美金融科技有限公司

(Formerly known as 華銀控股有限公司 Sino Credit Holdings Limited) (incorporated in Bermuda with limited liability)

(Stock Code: 628)

The Board is pleased to announce that on 7 June 2017 (after trading hours), the WFOE (an indirect wholly-owned subsidiary of the Company, as lender) entered into a Loan Agreement with the OPCO (as borrower), pursuant to which the WFOE agreed to provide a non-interest bearing Loan for an amount of RMB720 million (equivalent to approximately HK$827 million) to the OPCO solely for the purpose to acquire the entire equity interest in the Target Company.

On the same day (after trading hours), the OPCO (as purchaser) and the Sellers entered into a Framework Agreement, pursuant to which the OPCO and the Sellers agreed, among others, to enter into a formal Sale and Purchase Agreement on the day when the Company has obtained the Independent Shareholders' approval of the Loan. The terms of the Sale and Purchase Agreement have been finalized and agreed upon by the OPCO and the Sellers and a copy of the final Sale and Purchase Agreement is attached to the Framework Agreement.

Pursuant to the Sale and Purchase Agreement, the OPCO (as purchaser) conditionally agreed to acquire and the Sellers conditionally agreed to sell their entire equity interests in the Target Company at the Consideration of RMB720 million (equivalent to approximately HK$827 million). The Consideration will be settled with the proceeds of the Loan.

Upon Completion, the OPCO will hold the entire equity interest in the Target Company. The Target Group is principally engages in the prepaid card business, third party internet payment services and related technology development and technical advisory services in the PRC.

On Completion, the WFOE will enter into a series of VIE Contracts with the OPCO and the PRC Equity Owners. Through the VIE Contracts, the WFOE will have effective control over the finance and operation of the OPCO and will enjoy the entire economic interests and benefits generated by the OPCO.

Each of the PRC Equity Owners is a connected person of the Company pursuant to Chapter 14A of the Listing Rules by virtue of being the controlling shareholder of the Company and the executive Director, respectively. As the OPCO is owned as to 90% equity interest by Ms. Du, the OPCO is a connected person of the Company by virtue of being an associate of Ms. Du pursuant to Rule 14A.07(4) of the Listing Rules. Accordingly, the transactions contemplated under the Loan and the VIE Contracts constitute connected transaction and continuing connected transactions respectively pursuant to Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Loan is more than 25% but less than 100%, the Loan constitutes a major and connected transaction of the Company and is subject to the reporting, announcement and shareholders' approval requirements pursuant to Chapters 14 and 14A of the Listing Rules.

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the transactions contemplated under the VIE Contracts is more than 5%, the transactions contemplated under the VIE Contracts constitute continuing connected transactions and are subject to the reporting, announcement and shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

The Company has applied for, and the Stock Exchange has granted, a waiver pursuant to Rule 14A.102 of the Listing Rules from (i) setting a maximum aggregate annual cap pursuant to Rule 14A.53 of the Listing Rules for the services fees payable by the OPCO to the WFOE under the relevant VIE Contract, and (ii) fixing the term of the VIE Contracts and having a term of not exceeding three years pursuant to Rule 14A.52 of the Listing Rules, subject to the conditions as set out more particularly in this announcement.

The Independent Board Committee, comprising, Mr. Zhang Liqing, Mr. Li Liangwen and Mr. Hung Ka Hai Clement, being the independent non-executive Directors, has been established to advise the Independent Shareholders in respect of the Loan and the entry of the VIE Contracts, after taking into account the recommendations of the Independent Financial Adviser.

The Company has appointed Somerley as its independent financial adviser to make recommendations to the Independent Board Committee and the Independent Shareholders in respect of the Loan and the entry of the VIE Contracts (including the duration of the relevant VIE Contracts).

A circular containing, among other things, (1) details of the Framework Agreement, the Sale and Purchase Agreement, the Loan Agreement, the VIE Contracts and the transactions contemplated thereunder; (2) the letter from the Independent Board Committee to the Independent Shareholders setting out its recommendations in respect of the Loan and the entry of the VIE Contracts; (3) the letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Loan and the entry of the VIE Contracts (including the duration of the relevant VIE Contracts); (4) financial information of the Group and the Target Group; (5) the unaudited pro forma financial information of the Enlarged Group upon Completion; and (6) a notice to Shareholders convening the special general meeting to approve the Loan and the entry of the VIE Contracts, will be despatched to the Shareholders on or before 30 June 2017, as additional time is required for the preparation of the relevant information for inclusion in the circular.

The Board is pleased to announce that on 7 June 2017 (after trading hours), the WFOE (an indirect wholly-owned subsidiary of the Company, as lender) entered into a Loan Agreement with the OPCO (as borrower), pursuant to which the WFOE agreed to provide a non-interest bearing Loan for an amount of RMB720 million (equivalent to approximately HK$827 million) to the OPCO solely for the purpose to acquire the entire equity interest in the Target Company.

On the same day (after trading hours), the OPCO (as purchaser) and the Sellers entered into a Framework Agreement, pursuant to which the OPCO and the Sellers agreed, among others, to enter into a formal Sale and Purchase Agreement on the day when the Company has obtained the Independent Shareholders' approval of the Loan. The terms of the Sale and Purchase Agreement have been finalized and agreed upon by the OPCO and the Sellers and a copy of the final Sale and Purchase Agreement is attached to the Framework Agreement.

Pursuant to the Sale and Purchase Agreement, the OPCO (as purchaser) conditionally agreed to acquire and the Sellers conditionally agreed to sell their entire equity interests in the Target Company at the Consideration of RMB720 million (equivalent to approximately HK$827 million). The Consideration will be settled with the proceeds of the Loan.

Upon Completion, the OPCO will hold the entire equity interest in the Target Company. The Target Group is principally engages in the prepaid card business, third party internet payment services and related technology development and technical advisory services in the PRC.

On Completion, the WFOE will enter into a series of VIE Contracts with the OPCO and the PRC Equity Owners. Through the VIE Contracts, the WFOE will have effective control over the finance and operation of the OPCO and will enjoy the entire economic interests and benefits generated by the OPCO.

The principal terms of the Loan Agreement are summarized as follows: Date: 7 June 2017

Parties: WFOE (as lender)

OPCO (as borrower)