Golden Power : RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY TWO EXISTING SHARES HELD ON THE RECORD DATE

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Prospectus or as to the action you should take, you should consult your stockbroker, other licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand the Prospectus Documents to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee. The Prospectus Documents should not, however, be distributed, forwarded to or transmitted to, into or from any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

A copy of each of the Prospectus Documents, having attached thereto the documents specified in the paragraph headed ''13. Documents delivered to the Registrar of Companies'' in Appendix III to this Prospectus, have been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of any of these documents.

Dealings in the Rights Shares in their nil-paid and fully-paid forms may be settled through CCASS. You should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from their respective commencement dates of dealings in the Rights Shares on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Hong Kong Exchanges and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of the Prospectus Documents, make no representation as to their 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 Prospectus.

GOLDEN POWER GROUP HOLDINGS LIMITED

金 力 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3919)

RIGHTS ISSUE ON THE BASIS OF

ONE RIGHTS SHARE FOR EVERY TWO EXISTING SHARES

HELD ON THE RECORD DATE

Underwriter of the Rights Issue

Capitalised terms used in this cover page shall have the same meanings as defined in this Prospectus.

Dealings in the Rights Shares in the nil-paid form will take place from Tuesday, 18 May 2021 to Wednesday, 26 May 2021 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled or the Underwriting Agreement is terminated by the Underwriter, the Rights Issue will not proceed. Any person contemplating dealing in the nil-paid Rights Shares during the period from Tuesday, 18 May 2021 to Wednesday, 26 May 2021 (both dates inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional and/or may not proceed. Any person contemplating dealing in the Shares and/or the Rights Shares in their nil-paid form are recommended to consult his/her/its/their own professional advisers.

The Underwriting Agreement contains provisions granting the Underwriter, by notice in writing to the Company, served prior to the Latest Time for Termination, the right to terminate the Underwriting Agreement on the occurrence of certain events including force majeure. These certain events are set out in the section headed ''Termination of Underwriting Agreement'' on pages 7 to 9 of this Prospectus. If the Underwriting Agreement is terminated by the Underwriter, the Rights Issue will not proceed.

The latest time for acceptance of, and payment for, the Rights Shares is 4 : 00 p.m. on Monday, 31 May 2021. The procedures for acceptance and payment for or transfer of the Rights Share are set out on pages 18 to 20 of this Prospectus.

14 May 2021

CONTENTS

			Page
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Termination of the Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	-	Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	-	Unaudited Pro Forma Financial Information of the Group . . . . . .	II-1
Appendix III -	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1

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DEFINITIONS

In this Prospectus, unless the context otherwise requires, the following terms or expressions shall have the meanings set out below:

''Announcement''	the announcement of the Company dated 9 April 2021 relating
	to, among other things, the Rights Issue
''associate(s)''	has the meaning given to it under the Listing Rules
''Board''	the board of Directors
''Business Day''	a day (other than a Saturday, Sunday or public holiday or a day
	on which a typhoon signal no. 8 or above or black rainstorm
	signal is hoisted in Hong Kong between 9 : 00 a.m. and 5 : 00
	p.m.) on which licensed banks in Hong Kong are generally open
	for business throughout their normal business hours
''CCASS''	the Central Clearing and Settlement System established and
	operated by HKSCC
''close associate(s)''	has the meaning given to it under the Listing Rules
''Companies (Winding	the Companies (Winding Up and Miscellaneous Provisions)
Up and	Ordinance, Chapter 32 of the Laws of Hong Kong (as amended
Miscellaneous	from time to time)
Provisions)
Ordinance''
''Company''	Golden Power Group Holdings Limited (金力集團控股有限公
	司), an exempted company incorporated in the Cayman Islands
	with limited liability, the Shares of which are listed on the Main
	Board (stock code: 3919)
''connected person''	has the meaning given to it under the Listing Rules
''controlled	has the meaning ascribed to it under the Takeovers Code
corporation(s)''
''Controlling	has the meaning given to it under the Listing Rules, and in the
Shareholders''	context of the Company, means Mr. Chu and Golden Villa
''Director(s)''	the director(s) of the Company
''EAF(s)''	excess application form(s) issued to the Qualifying
	Shareholder(s) for the application for excess Rights Shares

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DEFINITIONS

''Extreme Conditions''	the extreme conditions the government of Hong Kong may
	announce in the event of, for example, serious disruption of
	public transport services, extensive flooding, major landslides, or
	large-scale power outage caused by super typhoons according to
	the revised ''Code of Practice in Times of Typhoons and
	Rainstorms'' issued by the Labour Department
''Golden Villa''	Golden Villa Ltd., a limited liability company incorporated in
	the British Virgin Islands on 24 January 2003, the entire issued
	share capital of which is owned by Mr. Chu and is one of the
	Controlling Shareholders of the Company
''Group''	the Company and its subsidiaries
''HKSCC''	Hong Kong Securities Clearing Company Limited
''HK$''	Hong Kong dollar(s), the lawful currency of Hong Kong
''Irrevocable	irrevocable undertaking given by Mr. Chu in favour of the
Undertaking''	Company to subscribe for or procure his controlled corporation
	to subscribe for 43,600,000 Rights Shares which will be
	provisionally allotted to Golden Villa under the Rights Issue
''Last Trading Day''	8 April 2021, the last day on which the Existing Shares were
	traded on the Stock Exchange immediately preceding the
	publication of the Announcement
''Latest Practicable	10 May 2021, being the latest practicable date prior to printing of
Date''	this Prospectus for the purpose of ascertaining certain
	information for inclusion in this Prospectus
''Latest Time for	4 : 00 p.m. on Monday, 31 May 2021 or such other time and date
Acceptance''	as may be agreed between the Company and the Underwriter,
	being the latest time for application for, acceptance and payment
	in respect of provisional allotments under the Rights Issue and
	for application and payment for excess Rights Shares as
	described in this Prospectus
''Latest Time for	4 : 00 p.m. on Tuesday, 1 June 2021 or such later time or date as
Termination''	may be agreed between the Company and the Underwriter, being
	the latest time to terminate the Underwriting Agreement
''Listing Committee''	has the meaning as defined in the Listing Rules
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange

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DEFINITIONS

''Mr. Chu''	Mr. Chu King Tien, an executive Director, the Chairman and a
	Controlling Shareholder of the Company
''Non-Qualifying	Overseas Shareholder(s), to whom the Directors, based on legal
Shareholder(s)''	opinion(s) provided by the legal adviser(s) to the Company,
	consider it necessary or expedient not to offer the Rights Issue on
	account either of legal restrictions under the laws of the relevant
	place or the requirements of the relevant regulatory body or
	stock exchange in that place
''OEM''	acronym for original equipment manufacturing, whereby
	products are manufactured in accordance with the customer's
	design and specification and are marketed and sold under the
	customer's brand name
''Overseas	Shareholders whose address on the register of members of the
Shareholders''	Company are outside Hong Kong
''PAL(s)'' or	the provisional allotment letter(s) issued to the Qualifying
''Provisional	Shareholders in connection with the Rights Issue
Allotment Letter(s)''
''PRC''	the People's Republic of China which, for the purpose of this
	Prospectus, excludes Hong Kong, Macau Special Administrative
	Region of the PRC and Taiwan
''Prospectus''	this prospectus issued by the Company to the Shareholders on
	the Prospectus Posting Date in connection with the Rights Issue
''Prospectus	the Prospectus, the PAL and the EAF
Documents''
''Prospectus Posting	Friday, 14 May 2021 (or such later date as may be agreed
Date''	between the Underwriter and the Company) for the despatch of
	the Prospectus Documents to the Qualifying Shareholders or the
	Prospectus to the Non-Qualifying Shareholders (as the case may
	be)
''Qualifying	Shareholders whose names appear on the register of members of
Shareholders''	the Company on the Record Date, other than the
	Non-Qualifying Shareholders
''Record Date''	Thursday, 13 May 2021 or such other date as may be agreed
	between the Company and the Underwriter for determination of
	the entitlements under the Rights Issue

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