Goldin Financial : INSIDE INFORMATION ANNOUNCEMENT

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)

INSIDE INFORMATION ANNOUNCEMENT

This announcement is made by the board (the ''Board'') of directors (the ''Directors'') of Goldin Financial Holdings Limited (the ''Company'', together with its subsidiaries, the ''Group'') pursuant to the Inside Information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ''SFO'') and Rule 13.09 of the Rules Governing the Listing of Securities (the ''Listing Rules'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'').

Reference is made to the announcement of the Company dated 16 July 2020 (the ''Previous Announcement''). Capitalised terms used in this announcement shall have the same meanings as defined in the Previous Announcement unless the context requires otherwise.

Update on Enforcement Actions

As disclosed in the Previous Announcement, in connection with the Notes issued by Smart Edge and the Loan obtained by Cheng Mei and Goal Eagle, the Purported Receivership over the security assets provided under the Notes was allegedly initiated on 13 July 2020 and the Company received the Demand Letters demanding immediate payment of the principal of the Loan with accrued interest in the total sum of approximately HK$1,541.7 million and US$250.7 million (equivalent to approximately HK$1,955.5 million).

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Further, the Company, Matsunichi and the Lawfully Appointed Directors have, respectively, commenced legal proceedings in the High Court of Hong Kong on 14 July 2020 by way of originating summonses (the ''Legal Proceedings'') seeking orders, inter alia, to (i) declare the purported board replacement in Smart Edge, the Purported Receivership and the Impugned Forms as null and void; (ii) restrain the Purported Receivers from representing themselves as receivers; (iii) restrain the Purported New Directors from representing themselves as directors of Smart Edge; and (iv) remove the Impugned Forms from the Companies Register. The Legal Proceedings will be heard on 16 September 2020.

On 24 July 2020, the Purported New Directors via Smart Edge issued and filed a writ of summons (the ''Writ'') against the Lawfully Appointed Directors seeking, inter alia, an order from the High Court (A) to compel the Lawfully Appointed Directors to (i) deliver all of Smart Edge's books and records in their possession to the address of Smart Edge,

1. grant access to each of Smart Edge's business premises to the Purported New Directors, (iii) instruct each of Smart Edge's property manager, auditors, tenants of the Office Property, and banks at which Smart Edge maintains accounts, to comply with and accept instructions from Smart Edge and the Purported New Directors and to ignore contrary instructions or communications from the Lawfully Appointed Directors, and

1. write to the Registrar of Companies to withdraw the opposition to the registration of certain Impugned Forms affecting Smart Edge; (B) to restrain the Lawfully Appointed Directors from interfering with Smart Edge's relationships with the property manager of the Office Property, the tenants of the Office Property, Smart Edge's auditors and its banks; (C) to restrain the Lawfully Appointed Directors from holding themselves out as directors, officers or representatives of Smart Edge; and (D) for damages. Two of the Lawfully Appointed Directors were served the Writ on 27 July 2020 after the close of business and the remaining Lawfully Appointed Director was served the Writ on 28 July 2020. On each occasion, the Writ was accompanied by a summons dated 27 July 2020 (the ''Summons'') seeking an order in substantially the same terms as per (A) to (C) above as set out in the Writ. The Summons will be heard on 31 July 2020.

The Lawfully Appointed Directors will contest vigorously against the Writ and the Summons. Meanwhile, the Company is seeking legal advice from Senior Counsel on any necessary actions to take in order to defend the interest of the Company and its shareholders and to preserve the value of the assets of the Group, hence their value to the shareholders of the Company. The Company stresses that the Lawfully Appointed Directors have its full support in the Legal Proceedings and the proceedings initiated by the Writ including but not limited to the provision of an indemnity by the Company in favour of each of the Lawfully Appointed Directors.

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Actions being taken by the Company

The Board wishes to reiterate and inform the shareholders of the Company that:

1. as disclosed in the Previous Announcement, the Group holds the Office Property for investment and rental purposes. The prevailing market value of the Office Property, which is valued in the range of about HK$15 billion to HK$16.5 billion based on preliminary valuation as indicated by three independent professional valuers and taken into account the expected decline in rental brought by the COVID-19 pandemic, represents a comfortable margin over the total outstanding principal amount plus accrued interest thereon owed under the Notes and the Loan;
2. the Group has been in the process of arranging for the refinancing of the Notes and the Loan by, amongst others, securing a new facility in the vicinity of HK$8.7 billion; and
3. on 27 July 2020, Gold Flair Holdings Limited, an indirect wholly-owned subsidiary of the Company, also entered into an agreement (the ''Agreement'') with Yan You Limited, an independent third party purchaser, in relation to the sale of Rich Fast International Limited (the ''Project Company''), an indirect wholly-owned subsidiary of the Company, which effectively disposed the piece of land parcel known as New Kowloon Inland Lot No. 6591 situated at Kai Tak Area 4B Site 4, Kai Tak, Kowloon (the ''Property'') for a consideration of approximately HK$3,477 million. In conjunction with the Agreement, the parties thereto agree to share certain profit from the future sale of the units and car parks to be developed at the Property by the Property Company. Please refer to the announcement dated 28 July 2020 for further information on the transaction effected under the Agreement.

Based on the above, the Directors are of the view that the Group is confident that it will be able to repay the Loan and Notes and be able to continue as a going concern. The Board has been proactively communicating the aforesaid refinancing plan with the Security Trustee and the Agent.

The Company will issue further announcement(s) to provide updates on the above matters as and when required pursuant to the SFO and the Listing Rules. Shareholders of and potential investors in the Company should exercise caution when dealing in the Securities of the Company.

By the 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, 28 July 2020

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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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