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.

Goldpac Group Limited

金 邦 達 寶 嘉 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 3315)

CONNECTED TRANSACTIONS

AND

CONTINUING CONNECTED TRANSACTIONS

IN RESPECT OF

ESTABLISHMENT OF CONTRACTUAL ARRANGEMENT

THE VIE AGREEMENTS

The Board is pleased to announce that on 8 February 2021 (after trading hours), the WFOE entered into the VIE Agreements with the OPCO and/or the PRC Equity Owner. Through the VIE Agreements, 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. Upon entering into the VIE Agreements, the financial results of the OPCO will be consolidated into the consolidated financial statements of the Group and the OPCO will become an indirect subsidiary of the Company.

LISTING RULES IMPLICATIONS

The PRC Equity Owner is a nephew of each of Mr. Lu Run Ting and Mr. Lu Runyi. Mr. Lu Run Ting is the Chairman of the Board, an executive Director and the controlling shareholder of the Company and Mr. Lu Runyi is an executive Director of the Company. Accordingly, each of the PRC Equity Owner and the OPCO is a deemed connected person of the Company under Rule 14A.21 of the Listing Rules and the transactions contemplated under the VIE Agreements constitute connected transactions and continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

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As the applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions contemplated under the VIE Agreements exceed 0.1% but are less than 5%, the transactions contemplated under the VIE Agreements are subject to the reporting, announcement and annual review requirements but exempt from the independent Shareholders' approval requirement under 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 fixed term for each of the VIE Agreements for a period of not exceeding three years pursuant to Rule 14A.52 of the Listing Rules; and (ii) 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 Exclusive Technological Consultation and Services Agreement.

INTRODUCTION

The Board is pleased to announce that on 8 February 2021 (after trading hours), the WFOE entered into the VIE Agreements with the OPCO and/or the PRC Equity Owner. Through the VIE Agreements, 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. Upon the entering into of the VIE Agreements, the financial results of the OPCO will be consolidated into the consolidated financial statements of the Group and the OPCO will become an indirect subsidiary of the Company.

THE VIE AGREEMENTS

A summary of the terms of the VIE Agreements is set out below.

(1) The Exclusive Technological Consultation and Services Agreement

Date:

8 February 2021

Parties:

(i)

the WFOE; and

(ii)

the OPCO.

Duration:

From 8 February 2021 up until all of the PRC Equity

Owner's equity interest in the OPCO is transferred to the

WFOE and/or its designated nominee in accordance with the

Exclusive Purchase Right Agreement. The WFOE may at

any time terminate the Exclusive Technological Consultation

and Services Agreement by giving thirty (30) days' advance

written notice to the OPCO and the PRC Equity Owner. The

OPCO has no right to terminate the Exclusive Technological

Consultation and Services Agreement on its own initiative.

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Major terms:

The OPCO shall engage the WFOE on an exclusive basis to

provide technological consultation and services, including but

not limited to consulting services on company management

and business strategy; website design, design, installation,

debugging and maintenance services for computer network

systems; system integration, system maintenance, server

maintenance, database support and software services; and

other related services at the OPCO's request.

Fee determination:

The service fee shall be paid on an annual basis and

calculated by deducting all costs and expenses approved by

the WFOE from the revenue generated by the OPCO for

the relevant financial year. Furthermore, the WFOE shall

be entitled to adjust the service fee, taking into account

the scope of services as well as the operating conditions

and development needs of the OPCO, without the OPCO's

consent.

The WFOE shall fix the service fee taking into account

the complexity and difficulty of the services provided by

the WFOE, the time incurred by the WFOE's employees

for the provision of the services, the actual services and

commercial value of the services provided by the WFOE,

and the prevailing market rates for the same type of services.

The WFOE shall provide to the OPCO within thirty (30)

days after the commencement of a financial year an invoice

relating to the services of the previous financial year, and the

OPCO shall settle the invoice by payment to the WFOE's

designated bank account within ten (10) days upon receipt

of the invoice.

Intellectual property

The

WFOE shall enjoy

exclusively the

rights, interests

rights:

and

intellectual property

arising from

the performance

of the Exclusive Technological Consultation and Services

Agreement, including but not limited to copyrights,

trademarks, patents, technology secrets and trade secrets,

irrespective of whether they are developed by the WFOE

or the OPCO, unless the relevant government authority

requires such rights to be held by the OPCO or if such rights

are the prerequisites for the OPCO to renew its operating

licence and permit.

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(2) The Exclusive Business Co-operation Agreement

Date:

8 February 2021

Parties:

(i)

the WFOE;

(ii)

the OPCO; and

(iii) the PRC Equity Owner.

Duration:

From 8 February 2021 up until the OPCO is dissolved in

accordance with the PRC laws. The WFOE may extend

the term of the Exclusive Business Co-operation Agreement

before expiry.

The OPCO and the PRC Equity Owner shall have no right

to terminate the Exclusive Business Co-operation Agreement

before expiry. The WFOE may at any time terminate the

Exclusive Business Co-operation Agreement by giving thirty

(30) days' advance written notice to the OPCO and the PRC

Equity Owner.

Major terms:

Unless prior written consent has been obtained from the

WFOE or its designated nominee(s), the OPCO shall not

carry on any transaction or conduct any act that may

materially adversely affect the assets, business, personnel,

obligations, rights or operation of the OPCO, including but

not limited to:

(i)

carrying out or conducting any activities or operating

the OPCO in a manner that is beyond the OPCO's usual

and ordinary scope of business;

(ii)

borrowing from any third party or assuming any debt;

(iii)

changing or dismissing any directors or replacing any

member of senior management of the OPCO;

(iv)

selling to, acquiring from or otherwise disposing to

any third party any assets or rights (including but not

limited to any intellectual property) worth more than

RMB100,000;

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Goldpac Group Ltd. published this content on 08 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 February 2021 13:34:01 UTC.