REF : DISCLOSEABLE TRANSACTION IN RELATION TO LEASE AGREEMENTS

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.

REF Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1631)

DISCLOSEABLE TRANSACTION

IN RELATION TO LEASE AGREEMENTS

THE LEASE AGREEMENTS

The Board announces that on 23 April 2021 (after trading hours), REF Financial Press, a wholly-owned subsidiary of the Company, as lessee, entered into the Lease Agreements in respect of the lease of Premises 1 and Premises 2 with Lessor 1 and Lessor 2 respectively, both Independent Third Parties, as lessors for a period commencing from 1 June 2021 to 31 March 2024 (both days inclusive).

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to HKFRS 16, as a result of the entering into of the Lease Agreements, the Group shall recognise the right-of-use asset in the consolidated financial statements of the Company, and the transaction contemplated thereunder will be regarded as an acquisition of asset by the Group in accordance with the Listing Rules. The estimated value of the right-of-use asset to be recognised by the Company under the Leases shall amount to in aggregate approximately HK$44,392,000.

Lessor 1 and Lessor 2 are ultimately beneficially owned by the same shareholder and as such, the Leases will be aggregated for the purposes of calculating the relevant percentage ratios (as defined in the Listing Rules). As the applicable percentage ratio (as defined in the Listing Rules) in respect of the Lease Agreements based on the value of the right-of- use asset recognised by the Group pursuant to HKFRS 16 exceeds 5% but less than 25%, the entering into of the Lease Agreements constitute a discloseable transaction of the Company and is accordingly subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

THE LEASE AGREEMENTS

The Board announces that on 23 April 2021 (after trading hours), REF Financial Press, a wholly-owned subsidiary of the Company, as lessee, entered into the Lease Agreements in respect of the lease of Premises 1 and Premises 2 with Lessor 1 and Lessor 2 respectively, as lessors, for a period commencing from 1 June 2021 to 31 March 2024 (both days inclusive).

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Lease Agreement 1

The principal terms of the Lease Agreement 1 are set out below:

Lessee:	REF Financial Press, a wholly-owned subsidiary of the
	Company
Lessor 1:	The Center (59) Limited, an Independent Third Party
	To the best of the Director's knowledge, information and
	belief, and having made all reasonable enquiries, Lessor 1 is
	ultimately owned by Mrs. Chu Yuet Wah and Lessor 1 and
	its ultimate beneficial owner are Independent Third Parties
Premises:	All those units of 5906-5912 on 59th Floor of The Center,
	99 Queen's Road Central, Hong Kong
Term of lease:	1 June 2021 to 31 March 2024
Total rent payable:	the total rent payable under Lease Agreement 1, exclusive
	of air conditioning, management charges, government rent
	and rates and other outgoing charges, is HK$1,026,200 per
	month
Security Deposit:	HK$3,767,568

The terms of the Lease Agreement 1 were determined after arm's length negotiations between Lessor 1 and the Lessee and with reference to the prevailing market rental for properties of similar type, age and location.

Lease Agreement 2

The principal terms of the Lease Agreement 2 are set out below:

Lessee:	REF Financial Press, a wholly-owned subsidiary of the
	Company
Lessor 2:	The Center (61) Limited, an Independent Third Party
	To the best of the Director's knowledge, information and
	belief, and having made all reasonable enquiries, Lessor 2 is
	ultimately owned by Mrs. Chu Yuet Wah and Lessor 2 and
	its ultimate beneficial owner are Independent Third Parties
Premises:	All those units of 6107-6109 on 61st Floor of The Center,
	99 Queen's Road Central, Hong Kong
Term of lease:	1 June 2021 to 31 March 2024

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Total rent payable:	the total rent payable under Lease Agreement 2, exclusive
	of air conditioning, management charges, government rent
	and rates and other outgoing charges, is HK$466,830 per
	month
Security Deposit:	HK$1,706,781

The terms of the Lease Agreement 2 were determined after arm's length negotiations between Lessor 2 and the Lessee and with reference to the prevailing market rental for properties of similar type, age and location.

The rent under the Lease Agreements is expected to be funded through the internal resources of the Group.

Lease Agreement 1 and Lease Agreement 2 are inter-conditional.

INFORMATION OF THE PARTIES

The Company and the Group

The Company is an investment holding company. The Group principally engages in the provision of financial printing services for the financial sector in Hong Kong.

Lessor 1 and Lessor 2

Lessor 1 and Lessor 2 are primarily engaged in property investment.

To the best of the Director's knowledge, information and belief, and having made all reasonable enquiries, Lessor 1 and Lessor 2 are ultimately owned by Mrs. Chu Yuet Wah, all Independent Third Parties.

REASONS AND BENEFITS OF THE LEASE

The Group is principally engaged in the provision of financial printing services for the financial sector in Hong Kong. As such, the premises where the Group carries on its business is of material importance. The lease for the premises where the Group currently carries on its business is expected to expire on 15 May 2021. The Company has been seeking possible alternative premises for rent in light of the current lessee friendly environment. Accordingly, when the opportunity arose for the Company to rent a world class building premises with comprehensive security, information technological capabilities, in close proximity to its customer base and on competitive rental terms, the Company decided to take the lease of the Premises. The Directors consider that the terms of the Lease Agreements are fair and reasonable and in the interest of the Company and its shareholders as a whole.

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IMPLICATIONS UNDER THE LISTING RULES

Acquisition of asset by the Company

Pursuant to HKFRS 16, as a result of the entering into the Lease Agreements, the Group shall recognise the right-of-use asset in the consolidated financial statements of the Company, and the transaction contemplated thereunder will be regarded as an acquisition of asset by the Group in accordance with the Listing Rules. The estimated value of the right-of- use asset to be recognised by the Company under the Leases shall amount to approximately in aggregate HK$44,392,000.

Lessor 1 and Lessor 2 are ultimately beneficially owned by the same shareholder and as such, the Leases will be aggregated for the purpose of calculating the relevant percentage ratio. As the applicable percentage ratio (as defined in the Listing Rules) in respect of the Lease Agreements based on the value of the right-of-use asset recognised by the Group pursuant to HKFRS 16 exceeds 5% but less than 25%, the entering into the Lease Agreements constitute a discloseable transaction of the Company and is accordingly subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

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

''Board''	the board of Directors
''Company''	REF Holdings Limited, an exempted company incorporated
	with limited liability in the Cayman Islands and, the shares
	of which are listed on of the Stock Exchange (Stock code:
	1631)
''connected person''	has the meaning ascribed to it under Listing Rules
''Directors''	the directors of the Company
''Group''	collectively, the Company and its subsidiaries from time to
	time
''HK$''	Hong Kong Dollars, the lawful currency of Hong Kong
''HKFRS 16''	Hong Kong Financial Reporting Standard 16 ''Leases''
	issued by the Hong Kong Institute of Certified Public
	Accountants
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China

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''Independent Third	any person(s) or company(ies) and their respective ultimate
Party(ies)''	beneficial owner, to the best of the Directors' knowledge,
	information and belief having made all reasonable enquires,
	is/are not connected persons of the Company and is/are third
	party independent of the Company and its connected persons
	in accordance with the Listing Rules
''Lease Agreement 1''	an agreement entered into between the Lessee and Lessor 1
	on 23 April 2021 (after trading hours) for the lease of
	Premises 1
''Lease Agreement 2''	an agreement entered into between the Lessee and Lessor 2
	on 23 April 2021 (after trading hours) for the lease of
	Premises 2
''Lease Agreements''	collectively the Lease Agreement 1 and the Lease
	Agreement 2 and the lease thereto shall be the ''Lease'' and
	collectively the ''Leases''
''Lessee'' or ''REF Financial	REF Financial Press Limited, a wholly-owned subsidiary of
Press''	the Company
''Lessor 1''	The Center (59) Limited, a company incorporated in the
	British Virgin Islands and owned by an Independent Third
	Party
''Lessor 2''	The Center (61) Limited, a company incorporated in the
	British Virgin Islands and owned by an Independent Third
	Party
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Premises''	collectively Premises 1 and Premises 2
''Premises 1''	all those units 5906-5912 on 59th Floor of The Center, 99
	Queen's Road Central, Hong Kong
''Premises 2''	all those units 6107-6109 on 61st Floor of The Center, 99
	Queen's Road Central, Hong Kong
''Stock Exchange''	The Stock Exchange of Hong Kong Limited

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''%''

per cent.

By order of the Board

REF Holdings Limited

Lau Man Tak

Chairman

Hong Kong, 23 April 2021

As at the date of this announcement, the Board of the Company comprises Ms. Kwok Kam Lai as executive director; Mr. Lau Man Tak (Chairman) as non-executive director; and Mr. Leung Chi Hung, Mr. Wong Kun Kau and Mr. Lee Hon Man Eric as independent non- executive directors.

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