Goldin Financial : SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO (1) MAJOR TRANSACTION INVOLVING THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF RICH FAST INTERNATIONAL LIMITED; AND (2) PROFIT SHARING 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.

GOLDIN FINANCIAL HOLDINGS LIMITED

高 銀 金 融（ 集 團 ）有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 530)

SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO

(1) MAJOR TRANSACTION

INVOLVING

THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF

RICH FAST INTERNATIONAL LIMITED; AND

(2) PROFIT SHARING AGREEMENT

Reference is made to the announcement of Goldin Financial Holdings Limited (the ''Company'', together with its subsidiaries, the ''Group'') dated 28 July 2020 (the ''Announcement'') in relation to, among other things, (i) the major transaction in relation to the disposal of the entire issued share capital of Rich Fast International Limited (the ''Property Company''); and (ii) an agreement in relation to profit sharing arrangement for the future sale of the residential units and car parking spaces to be developed at the piece of land parcel situated at Kai Tak Area 4B Site 4 held by the Property Company. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

The Company wishes to provide further information in relation to the Disposal and the Profit Sharing Agreement as follows:

FURTHER INFORMATION OF THE PURCHASER

As disclosed in the Announcement, the Purchaser, namely Yan You Limited, is a company incorporated in the BVI with limited liability. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Purchaser is ultimately and wholly owned by Mr. Chen Zhuang Rong, who is a businessman engaging in investment activities and an Independent Third Party.

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FURTHER INFORMATION OF THE PROFIT SHARING AGREEMENT

As disclosed in the Announcement, subject to completion of the Agreement, the Vendor and the Purchaser will share certain profits derived from the sale of the Units and Car Parks, in the ratio of 3 to 7. In accordance with the Profit Sharing Agreement,

1. the profit sharing arrangement shall only apply if the Units that have been sold as of the Base Date have an average sale price of at least HK$29,000 per sq. ft.;
2. the profits for the purpose of the profit sharing arrangement shall mean:
3. 1. the aggregate sale price of the sale of the Units or the Car Parks (as the case may be); minus
   2. approximately HK$7,040 million (being the consideration for the Sale Shares paid by the Purchaser under the Agreement plus the outstanding principal of the Bank Loan as disclosed in the Announcement) plus any applicable stamp duties payable by the Purchaser in connection with the share transfer under the Agreement, all costs of construction, related government rates, marketing, selling expenses, debt interest, overheads, tax, legal and other advisory fees and other related costs for the Units (including non-saleable area attributable to the Units) or the Car Parks (as the case may be);
4. in respect of the Units and Car Parks that have been sold up to the Base Date, the actual profit shall be based on their respective actual sale price after deducting all applicable discounts and rebates. Prior to the determination of the actual sale price for the Units, the Purchaser will provide to the Vendor a copy of the market report prepared by the Property Company's real estate sales agent which will contain the proposed sale price for the Units for the Vendor's comments and the Purchaser shall have the sole discretion to determine the actual sale price; and
5. in respect of the unsold Units and Car Parks as at the Base Date, the pro-forma profit that would have been generated by such sale shall be determined assuming the sale price for such Units or Car Parks is equal to their respective fair value as at the Base Date, which shall be determined by an independent valuer to be appointed by the Purchaser as soon as practicable after the Base Date.

The profit sharing ratio of 3 to 7 between the Vendor and the Purchaser was solely the outcome of commercial negotiations between the parties on an arm's length basis. The reference base sale price of HK$29,000 per sq.ft. for the purpose of calculating the profit sharing was determined after arm's length negotiations among the parties with reference to the prevailing market price of the Units as at 31 March 2020 as assessed by an independent valuer and taking into account the potential growth in sale price of the Units.

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As disclosed in the Announcement, the Property Company is a party to the Profit Sharing Agreement and it shall procure payment with respect to the profit sharing thereunder to be arranged in accordance with the agreed terms of the Profit Sharing Agreement. Given that the Property Company is itself the owner and developer of the Property, all income and expenses arising from and otherwise incurred by the Property Company will be managed, controlled and accounted for in its ordinary and usual course of business. In the circumstances, the Company considers that the risk of default or non-performance by the counterparties under the Profit Sharing Agreement is remote.

By order of the Board

Goldin Financial Holdings Limited

高銀金融（集團）有限公司*

Hui Wai Man, Shirley

Executive Director

Hong Kong, 30 July 2020

As at the date of this announcement, the Board comprises Mr. Pan Sutong, JP (Chairman), Mr. Zhou Xiaojun, Mr. Huang Rui and Ms. Hui Wai Man, Shirley as the executive Directors; Mr. Ma Lai Chee, Gerald (Vice Chairman) as the non-executive Director; and Hon. Shek Lai Him Abraham (GBS, JP), Mr. Wong Wai Leung Joseph, Mr. Tang Yiu Wing and Ms. Gao Min as the independent non-executive Directors respectively.

• for identification purposes only

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