Come Sure : MAJOR TRANSACTION IN RELATION TO THE TENANCY AGREEMENT

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.

COME SURE GROUP (HOLDINGS) LIMITED

錦 勝 集 團（ 控 股 ）有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00794)

MAJOR TRANSACTION

IN RELATION TO

THE TENANCY AGREEMENT

The Board announces that on 10 August 2020, the Tenant and the Landlord entered into the Tenancy Agreement for a term of twenty years commencing from 1 September 2020 or a later date as agreed by both parties in writing.

IMPLICATIONS UNDER THE LISTING RULES

In accordance with HKFRS 16 "Leases", the Company recognises the value of the right-of-use assets on its consolidated statement of financial position in connection with the lease of the Premises under the Tenancy Agreement with effect from the beginning of its accounting period on 1 April 2019. Accordingly, the lease transaction under the Tenancy Agreement is regarded as an acquisition of assets by the Tenant (i.e. lessee) for the purpose of the Listing Rules.

As the Previous Acquisition Agreement and the Tenancy Agreement are entered into by the Group with the same party and expected to complete within a 12-month period of each other, the Previous Acquisition and the transaction contemplated under the Tenancy Agreement will be aggregated as a series of transactions pursuant to Rule

• 14.22 of the Listing Rules.

• For identification purpose only

1

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the value of the right-of-use of the Premises under the Tenancy Agreement, when aggregated with the Previous Acquisition, exceed 25% but are less than 100%, the transaction contemplated under the Tenancy Agreement constitutes a major transaction and is subject to the reporting, announcement and Shareholders' approval requirement under Chapter 14 of the Listing Rules.

The Company has obtained written approval in accordance with Rule 14.44 of the Listing Rules from Perfect Group, the controlling shareholder of the Company, which has beneficially interested in an aggregate of 233,000,000 Shares, representing approximately 67.10% of the entire issued capital of the Company as at the date of this announcement. On the basis that (i) no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the transaction contemplated under the Tenancy Agreement; and (ii) the written approval of Perfect Group for the transaction contemplated under the Tenancy Agreement has been obtained, no extraordinary general meeting will be convened for the purpose of approving the transaction contemplated under the Tenancy Agreement as permitted under Rule 14.44 of the Listing Rules.

A circular containing, amongst others, further information of the transaction contemplated under the Tenancy Agreement is expected to be despatched to the Shareholders within 15 business days after the publication of this announcement, that is, on or before 31 August 2020. The Company may not be able to despatch the circular within such period due to the time required to prepare the relevant financial and other information to be included in the circular under the Listing Rules, in which case the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules and will make a further announcement of the expected despatch date of the circular in due course.

INTRODUCTION

The Board announces that on 10 August 2020, the Tenant and the Landlord entered into the Tenancy Agreement for a term of twenty years commencing from 1 September 2020 or a later date as agreed by both parties in writing.

2

THE TENANCY AGREEMENT

Date:	10 August 2020
Landlord:	Dongguan City Ruixing Paper Products Company
	Limited*
	(東莞市瑞興紙製品有限公司)
	The Landlord is principally engaged in the sale and
	production of paper products, printed packaging products
	and other printed products in the PRC.
	To the best of the Directors' knowledge, information and
	belief, and having made all reasonable enquiries, the
	L a n d l o r d a n d i t s u l t i m a t e b e n e f i c i a l o w n e r a r e
	Independent Third Parties of the Company.
Tenant:	Come Sure Packing Products (Shenzhen) Company
	Limited*
	(錦勝包裝（深圳）有限公司)
Premises:	The buildings, factories and staff quarters located at Block
	B, No. 23, Dongyi lane, Dadong Road, Dazhou Village,
	Qiaotou Town, Dongguan City, the Guangdong Province,
	PRC*, (中國廣東省東莞市橋頭鎮大洲村大東路東一巷
	23號B區) with a total construction area of approximately
	51,482 square metres.
Usage:	The Tenant intends to use the Premises as staff quarters
	and the production plant of the corrugated paperboard and
	paper-based packaging products.
Term:	Twenty years commencing on 1 September 2020 or a later
	date as agreed by both parties in writing.
The rent payable:	R M B247,274,160 ( e q u i v a l e n t t o a p p r o x i m a t e l y
	HK$275,315,000) in aggregate for the term of 20 years
	(excluding VAT)
	The monthly rents are as follows
	The rent for the first year to the fifth year is:
	RMB17.50 per square metre per month, excluding VAT
	The rent for the sixth year to the tenth year is:
	RMB19.08 per square metre per month, excluding VAT

• For identification purpose only

3

	The rent for the eleventh year to the fifteenth year is:
	RMB20.80 per square metre per month, excluding VAT
	The rent for the sixteenth year to the twentieth year is:
	RMB22.67 per square metre per month, excluding VAT
	The rent under the Tenancy Agreement is determined after
	arm's length negotiations between the parties, after taking
	into consideration the prevailing market price for
	comparable premises in the vicinity of the Premises.
Payable term:	The rent shall be payable in advance on or before the
	tenth day of each and every calendar month.
Deposit:	A sum of RMB3,000,000 shall be paid by the Tenant to
	the Landlord within seven days after entering into the
	Tenancy Agreement:
	(i) RMB1,801,870 of which shall be regarded as
	deposit; and
	(ii) the remaining sum shall be regarded as the rent of
	the first month and part of the second month paid by
	the Tenant to the Landlord.

The value (unaudited) of the right-of-use asset recognised by the Company under the Tenancy Agreement amounted to approximately RMB105,585,000 (equivalent to approximately HK$117,558,000) which is the present value of total consideration payable throughout the lease term under the Tenancy Agreement and adjustment to fair value at initial recognition of refundable rental deposits in accordance with HKFRS 16. Incremental borrowing rate of 10.257% is applied to compute the present value of total consideration payable under the Tenancy Agreement.

INFORMATION OF THE TENANT, THE COMPANY AND THE GROUP

The Tenant is an indirect wholly-owned subsidiary of the Company and its principal activities include the trading and manufacturing of corrugated paperboards and paper-based packaging products in the PRC.

The principal activity of the Company is investment holding. The Group is principally engaged in the manufacturing and sale of corrugated paperboards and paper-based packaging products to customers which are manufacturers with production base in the PRC for approximately 20 years.

4

INFORMATION OF THE LANDLORD

Dongguan City Ruixing Paper Products Company Limited* (東莞市瑞興紙製品有限公 司) is the Landlord of the Premises. The Landlord is principally engaged in the sale and production of paper products, printed packaging products and other printed products in the PRC.

Based on the information provided by the Landlord, the Landlord is owned as to 50% by Ye Yuanxin (葉遠新) and as to 50% by Chen Ruiling (陳瑞玲).

To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Landlord and its ultimate beneficial owners are Independent Third Parties.

REASONS OF AND BENEFITS FOR THE TENANCY AGREEMENT

The Tenant is principally engaged in the trading and manufacturing of corrugated paperboards and paper-based packaging products in the PRC.

Due to the change in laws and regulations in the PRC which require manufacturers to improve their production facilities for meeting environmental protection requirements, there has been a decline of the number of smaller manufacturers in the corrugated paperboards and paper-based packaging products market. As such, the Group plans to seize this opportunity to increase its market share. As the Tenant is approaching its maximum utilization rate of its production facilities, the Tenant has an imminent need for expansion of its production facilities. The Directors consider that the location and size of the Premises are suitable for the operations of the production facilities.

In light of the reasons stated above, the Directors are of the view that the terms of the Tenancy Agreement and the transactions contemplated thereunder are on normal commercial terms after arm's length negotiations, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

• For identification purpose only

5

IMPLICATIONS UNDER THE LISTING RULES

In accordance with HKFRS 16 "Leases", the Company recognises the value of the right-of-use assets on its consolidated statement of financial position in connection with the lease of the Premises under the Tenancy Agreement with effect from the beginning of its accounting period on 1 April 2019. Accordingly, the lease transaction under the Tenancy Agreement is regarded as an acquisition of assets by the Tenant (i.e. lessee) for the purpose of the Listing Rules.

As the Previous Acquisition Agreement and the Tenancy Agreement are entered into by the Group with the same party and expected to complete within a 12-month period of each other, the Previous Acquisition and the transaction contemplated under the Tenancy Agreement will be aggregated as a series of transactions pursuant to Rule 14.22 of the Listing Rules.

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the value of the right-of-use of the Premises under the Tenancy Agreement, when aggregated with the Previous Acquisition, exceed 25% but are less than 100%, the transaction contemplated under the Tenancy Agreement constitutes a major transaction and is subject to the reporting, announcement and Shareholders' approval requirement under Chapter 14 of the Listing Rules.

The Company has obtained written approval in accordance with Rule 14.44 of the Listing Rules from Perfect Group, the controlling shareholder of the Company, which has beneficially interested in an aggregate of 233,000,000 Shares, representing approximately 67.10% of the entire issued capital of the Company as at the date of this announcement. On the basis that (i) no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the transaction contemplated under the Tenancy Agreement; and (ii) the written approval of Perfect Group for the transaction contemplated under the Tenancy Agreement has been obtained, no extraordinary general meeting will be convened for the purpose of approving the transaction contemplated under the Tenancy Agreement as permitted under Rule 14.44 of the Listing Rules.

A circular containing, amongst others, further information of the transaction contemplated under the Tenancy Agreement is expected to be despatched to the Shareholders within 15 business days after the publication of this announcement, that is, on or before 31 August 2020. The Company may not be able to despatch the circular within such period due to the time required to prepare the relevant financial and other information to be included in the circular under the Listing Rules, in which case the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules and will make a further announcement of the expected despatch date of the circular in due course.

6

DEFINITION

In this announcement, the following expressions have the following meanings, unless the context otherwise requires:

"Board"	Board of Directors
"Business Day(s)"	any day on which the Stock Exchange is open for the
	business of dealing in securities
"Company"	Come Sure Group (Holdings) Limited, a company
	incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the Main Board of the
	Stock Exchange (stock code: 794)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Independent Third	a party independent of and not connected with the
Party(ies)"	Company and its connected persons
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"HKFRS"	Hong Kong Financial Reporting Standards issued by the
	Hong Kong Institute of Certified Public Accountants
"Landlord"	Dongguan City Ruixing Paper Products Company
	Limited* (東莞市瑞興紙製品有限公司), a company
	established in the PRC with limited liability and an
	Independent Third Party
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Perfect Group"	Perfect Group Version Limited, a company incorporated
	in the British Virgin Islands with limited liability and a
	controlling shareholder of the Company

• For identification purpose only

7

"PRC"	the People's Republic of China, which for the purposes of
	this announcement only, excluding Hong Kong, Taiwan
	and Macau Special Administrative Region of the PRC,
	unless otherwise specified
"Premises"	The buildings, factories and staff quarters located at Block
	B, No. 23, Dongyi lane, Dadong Road, Dazhou Village,
	Qiaotou Town, Dongguan City, the Guangdong Province,
	PRC*, (中國廣東省東莞市橋頭鎮大洲村大東路東一巷
	23號B區) with a total construction area of approximately
	51,482 square metres which is the subject of the Tenancy
	Agreement
"Previous Acquisition"	the acquisition of a total of 2,276 items including, but not
	limited to, production machineries used for the production
	of corrugated paperboards and paper-based packaging
	products, office equipment, computer equipment and
	consumables by the Tenant from the Landlord pursuant to
	the Previous Acquisition Agreement as disclosed in the
	announcement of the Company dated 24 June 2020
"Previous Acquisition	a sale and purchase agreement dated 24 June 2020 entered
Agreement"	into between the Tenant and Landlord in relation to the
	Previous Acquisition as disclosed in the announcement of
	the Company dated 24 June 2020
"Shares"	ordinary share(s) of HK$0.01 each in the issued and
	unissued share capital of the Company
"Shareholder(s)"	the shareholders of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Tenant"	Come Sure Packing Products (Shenzhen) Company
	Limited* (錦勝包裝（深圳）有限公司), a company
	established in the PRC with limited liability, which is
	indirectly wholly-owned by the Company
"Tenancy Agreement"	A tenancy agreement dated 10 August 2020 entered into
	between the Tenant and the Landlord in relation to the
	Premises
"VAT"	value-added tax

• For identification purpose only

8

"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"RMB"	Renminbi, the lawful currency of the PRC
"%"	per cent

By Order of the Board

Come Sure Group (Holdings) Limited

CHONG Kam Chau

Chairman

Hong Kong, 10 August 2020

Translations of quoted currency values are made on an approximate basis and at the rate of RMB1.00 = HK$1.1134. Percentages and figures expressed have been rounded.

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. CHONG Kam Chau, Mr. CHONG Wa Pan and Mr. CHONG Wa Ching; and three independent non-executive Directors, namely Mr. CHAU On Ta Yuen, Ms. TSUI Pui Man and Mr. LAW Tze Lun.

9