Goldpac : PROPOSED DECLARATION OF FINAL DIVIDEND AND SPECIAL DIVIDEND, RE-ELECTION OF RETIRING DIRECTORS, GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Goldpac Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

Goldpac Group Limited

金 邦 達 寶 嘉 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 3315)

PROPOSED DECLARATION OF

FINAL DIVIDEND AND SPECIAL DIVIDEND,

RE-ELECTION OF RETIRING DIRECTORS,

GRANT OF GENERAL MANDATES TO

ISSUE AND BUY BACK SHARES,

PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Room 1301, 13th Floor, Bank of East Asia Harbour View Centre, No. 56 Gloucester Road, Wanchai, Hong Kong on Thursday, 13 May 2021 at 11 : 00 a.m. is set out on pages 78 to 83 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.goldpac.com).

Whether or not you intend to attend the Annual General Meeting, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 11 : 00 a.m. on Tuesday, 11 May 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

14 April 2021

	CONTENTS
		Page
Definitions . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I - Details of the Retiring Directors for
	re-election at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II -	Explanatory Statement on the Buy-back Mandate . . . . . . . . . . . . . . . . .	13
Appendix III -	Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . .	16
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	78

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

''Annual General	the annual general meeting of the Company to be held at Room
Meeting''	1301, 13th Floor, Bank of East Asia Harbour View Centre, No.
	56 Gloucester Road, Wanchai, Hong Kong on Thursday, 13 May
	2021 at 11 : 00 a.m. or any adjournment thereof, the notice of
	which is set out on pages 78 to 83 of this circular
''Articles of	the articles of association of the Company as amended from time
Association''	to time
''Board''	the board of Directors
''Buy-back Mandate''	a general mandate proposed to be granted to the Board to buy
	back Shares on the Stock Exchange of not exceeding 10% of the
	number of Shares in issue as at the date of passing of the
	proposed ordinary resolution contained in item 7 of the notice of
	the Annual General Meeting as set out on pages 78 to 83 of this
	circular
''Companies	the Companies Ordinance (Chapter 622 of the Laws of Hong
Ordinance''	Kong)
''Company''	Goldpac Group Limited 金邦達寶嘉控股有限公司, a company
	incorporated in Hong Kong with limited liability, the Shares of
	which are listed on the Main Board of the Stock Exchange
''Controlling	has the same meaning ascribed to it under the Listing Rules
Shareholder(s)''
''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China
''Issue Mandate''	a general mandate proposed to be granted to the Board to allot,
	issue or deal with additional Shares of not exceeding 20% of the
	number of Shares in issue as at the date of passing of the
	proposed ordinary resolution contained in item 6 of the notice of
	the Annual General Meeting as set out on pages 78 to 83 of this
	circular

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	DEFINITIONS
''Latest Practicable	7 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended from time to time
''New Articles of	the new articles of association of the Company proposed to be
Association''	adopted at the Annual General Meeting
''Predecessor	the Companies Ordinance (Chapter 32 of the Laws of Hong
Companies	Kong which was in force immediately prior to 3 March 2014)
Ordinance''
''RMB''	Renminbi, the lawful currency of the People's Republic of China
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
''Share(s)''	ordinary share(s) of the Company
''Shareholder(s)''	holder(s) of Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	the Codes on Takeovers and Mergers and Share Buy-backs as
	amended from time to time

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LETTER FROM THE BOARD

Goldpac Group Limited

金 邦 達 寶 嘉 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 3315)

Executive Directors:	Registered Office and Headquarters:
LU Run Ting (Chairman)	Room 1301, 13th Floor
HOU Ping	Bank of East Asia Harbour View Centre
LU Runyi	No. 56 Gloucester Road
WU Siqiang	Wanchai
LING Wai Lim	Hong Kong
LI Yijin
Independent non-executive Directors:
MAK Wing Sum Alvin
YE Lu
YANG Geng
	14 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED DECLARATION OF

FINAL DIVIDEND AND SPECIAL DIVIDEND,

RE-ELECTION OF RETIRING DIRECTORS,

GRANT OF GENERAL MANDATES TO

ISSUE AND BUY BACK SHARES,

PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting.

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