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    1328   KYG4090W1134

GOLDSTREAM INVESTMENT LIMITED

(1328)
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Goldstream Investment : ADOPTION OF SHARE AWARD SCHEME, GRANT OF AWARDED SHARES PURSUANT TO THE SHARE AWARD SCHEME AND GRANT OF SHARE OPTIONS PURSUANT TO THE SHARE OPTION SCHEME

09/22/2020 | 05:00am EDT

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.

GOLDSTREAM INVESTMENT LIMITED

金涌投資有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1328)

ADOPTION OF SHARE AWARD SCHEME,

GRANT OF AWARDED SHARES PURSUANT TO THE SHARE AWARD

SCHEME AND GRANT OF SHARE OPTIONS PURSUANT TO

THE SHARE OPTION SCHEME

ADOPTION OF SHARE AWARD SCHEME

The Board adopted the Share Award Scheme on 21 September 2020. Subject to any early termination as may be determined by the Board pursuant to the terms of the Share Award Scheme, the Share Award Scheme will be valid and effective for a period of 10 years commencing on the Adoption Date. The Share Award Scheme will be subject to the administration of the Board in accordance with the Share Award Scheme Rules. The Board shall not make any further award of Awarded Shares which will result in the number of the Shares awarded by the Board under the Share Award Scheme exceeding 15% of the issued share capital of the Company from time to time.

The Share Award Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purpose of Chapter 17 of the Listing Rules. No Shareholders' approval is required for the adoption of the Share Award Scheme.

GRANT OF AWARDED SHARES PURSUANT TO THE SHARE AWARD SCHEME

On 21 September 2020, the Board resolved to grant an aggregate of 334,720,000 Awarded Shares (representing approximately 2.95% of the total issued share capital of the Company as at the date of this announcement) to the Grantees pursuant to the Share Award Scheme, subject to acceptance by the Grantees.

- 1 -

Each of the Grantees, Dr. Lin and Mr. Lam, being a Director and a director of a Subsidiary respectively, is a connected person of the Company. Accordingly, the grant of Awarded Shares to Dr. Lin and Mr. Lam under the Share Award Scheme constitutes connected transaction of the Company under Chapter 14A of the Listing Rules. As the grant of Awarded Shares to Dr. Lin and Mr. Lam will form part of the remuneration of Dr. Lin and Mr. Lam under each of their respective service contract with the Group, such grant is fully exempt from the reporting, announcement and independent shareholders' approval requirements under Rules 14A.73(6) and 14A.95 of the Listing Rules.

GRANT OF SHARE OPTIONS PURSUANT TO THE SHARE OPTION SCHEME

On 21 September 2020, the Board also resolved to grant Share Options carrying the rights to subscribe for up to a total of 226,920,000 new Shares upon exercise to the Grantees under the Share Option Scheme at an exercise price of HK$0.070 per Share, subject to acceptance by the Grantees.

ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that it adopted the Share Award Scheme on 21 September 2020. The Company believes that being able to attract and retain talented resources within the Group is vital to its success and the introduction of the Share Award Scheme will facilitate the Company's objectives of attracting new and motivating existing talents and retaining both in the Group. Taking into account the purposes of the Share Award Scheme and the terms and conditions thereof, the Directors and the remuneration committee of the Company consider that the adoption of the Share Award Scheme is fair and reasonable, and in the best interests of the Company and the Shareholders as a whole.

A brief summary of the Share Award Scheme Rules is set out below:

Purposes, duration and administration

The purposes of the Share Award Scheme are (i) to recognise the contributions by certain Employees and to provide them with incentives in order to retain them for the continual operation and development of the Group; and (ii) to attract suitable personnel for further development of the Group.

Subject to any early termination as may be determined by the Board pursuant to the terms of the Share Award Scheme, the Share Award Scheme shall be valid and effective for a term of 10 years commencing on the Adoption Date.

- 2 -

The administration of the Share Award Scheme shall be subject to (i) the administration of the Board and the Trustee in accordance with the Share Award Scheme Rules and the Trust Deed; and (ii) compliance with the Articles and all applicable laws, regulations and rules (including without limitation, the Listing Rules and the Takeovers Code) from time to time. The Board may, by passing ordinary resolutions, appoint any one or more senior management of the Company as authorised representative(s) (the "Authorised Representative(s)") to give instructions or notices to the Trustee on all matters in connection with the Share Award Scheme and other matters in the routine administration of the Trust.

Maximum limit

The Board shall not make any further award of Awarded Shares which will result in the number of the Shares awarded by the Board under the Share Award Scheme exceeding 15% of the issued share capital of the Company from time to time.

Restrictions

No Award shall be made by the Board, no payment shall be made to the Trustee and no instructions to acquire or subscribe Shares shall be given to the Trustee under the Share Award Scheme where any Director is in possession of unpublished inside information in relation to the Group or where dealings by Directors are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time.

Operation of the Share Award Scheme

Subject to the Share Award Scheme Rules, the Board may select the Selected Employee(s) and determine the number of Awarded Shares to be awarded to the respective Selected Employee(s) (or such number of Awarded Shares as amended by the Board at its absolute discretion), the applicable Vesting Date and make an Award out of the pool of issued Shares held by the Trustee pursuant to the Trust Deed to any Selected Employee. In determining the Awarded Shares for a Selected Employee, the Board may take into consideration matters including (without limitation), the general financial condition of the Group, the performance and contribution of the relevant Selected Employee and any other matter which the Board considers relevant.

After the Board has made an Award, the Board or the Authorised Representative(s) will notify the Trustee and the Selected Employee of the details and terms of the Award, which will include, among other things, (i) the name, address, position of the Selected Employee; (ii) the number of Awarded Shares; (iii) the condition(s) or performance target(s) to be attained by the Selected Employee before the Awarded Shares will be vested in such Selected Employee;

  1. the Vesting Date; and (v) other terms and conditions of such Award as imposed by the Board.

- 3 -

The Board will determine the Contributed Amount to be allocated out of the Company's resources for the purchase or subscription by the Trustee of the Awarded Shares as the Board deems appropriate pursuant to the Share Award Scheme Rules after taking into account all relevant circumstances and affairs of the Group, including without limitation, the Group's business and financial performance. The Contributed Amount will be applied to cover (i) the subscription or purchase prices for the Shares to be subscribed or purchased pursuant to the Share Award Scheme; and (ii) all related purchase or subscription expenses (including for the time being, the brokerage fee, stamp duty, SFC transaction levy and Stock Exchange trading fee and such other necessary expenses).

Subject to compliance with all applicable laws, regulations and rules (including but not limited to the Listing Rules), the Board or the Authorised Representative(s) may from time to time instruct the Trustee in writing to purchase Shares in the open market or subscribe for new Shares for the purpose of the Share Award Scheme. The Shares purchased or subscribed by the Trustee and the Returned Shares will be held by the Trustee until they are vested in the Selected Employees in accordance with the Share Award Scheme Rules and the Trust Deed.

Prior to the Vesting Date, any Award made under the Share Award Scheme shall be personal to the Selected Employee to whom it is made and shall not be assignable and no Selected Employee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to the Awarded Shares referable to him/her pursuant to such Award.

Subject to the Share Award Scheme Rules, a Selected Employee shall not have (i) any interest or rights (including the right to receive dividends) in the Awarded Shares prior to the Vesting Date; (ii) any rights in the Residual Cash or any of the Returned Shares, nor any Related Income that has accrued before the vesting of the relevant Awarded Shares; nor (iii) any rights in the balance fractional share of the Related Income and of the Shares not so allocated to him/her and the fractional share arising out of consolidation of the Shares (such Shares shall be deemed as Returned Shares for the purposes of the Share Award Scheme).

In the event of (i) change in control of the Company, whether by way of offer, merger, scheme of arrangement or otherwise; or (ii) consolidation, merger, association or reorganization of the Group, the Board shall retain its absolute discretion to determine how to deal with the Awarded Shares, whether vested or not (including the time of vesting).

The Trustee shall hold the Returned Shares to be applied towards future Awards in accordance with the Share Award Scheme Rules. When Returned Shares have been awarded, the Board shall notify the Trustee accordingly.

- 4 -

The Trustee shall not exercise the voting rights in respect of any Shares held by it as nominee or under the Trust (if any) (including but not limited to the Awarded Shares, the Returned Shares, any bonus Shares and scrip Shares derived therefrom).

Vesting

Subject to the receipt by the Trustee of (a) the transfer documents and other documents prescribed by the Trustee and, where applicable, duly signed by the Selected Employee within the period stipulated in the vesting notice referred to in the Share Award Scheme; and

  1. a confirmation from the Company that all vesting conditions having been fulfilled, the Trustee will either (i) transfer the relevant Awarded Shares to the relevant Selected Employee; or (ii) sell the relevant Awarded Shares on the market, and transfer the proceeds of the sale (after deduction of the related sales expenses) to the relevant Selected Employee, as soon as practicable after the Vesting Date and within the period stipulated in the Share Award Scheme.

In respect of a Selected Employee's employment or service with the Company or any member of the Group is terminated due to death, retirement or permanent disability at any time prior to or on the Vesting Date, all the Awarded Shares of the relevant Selected Employee shall be deemed to be vested on the day immediately prior to his/her death, retirement with the Company or the relevant member of the Group or permanent disability.

Lapse

In respect of a Selected Employee's employment or service with the Company or any member of the Group is terminated for Cause or due to resignation at any time prior to or on the Vesting Date, all the Awarded Shares that have not yet been vested of the relevant Selected Employee shall become Returned Shares for the purposes of the Share Award Scheme.

In the event that prior to or on the Vesting Date in respect of a Selected Employee, (i) the relevant Selected Employee ceases to be an Employee, or (ii) the Subsidiary by which a Selected Employee is employed ceases to be a Subsidiary (or of a member of the Group), or

  1. an order for the winding-up of the Company is made or a resolution is passed for the voluntary winding-up of the Company (otherwise than for the purposes of, and followed by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of the Company pass to a successor company) (each of these, an event of "Total Lapse"), the Award shall automatically lapse forthwith and the Awarded Shares shall not vest on the relevant Vesting Date but shall become Returned Shares for the purposes of the Share Award Scheme.

- 5 -

In the event that prior to or on the Vesting Date, a Selected Employee is found to be an Excluded Employee, the relevant part of an Award made to such Selected Employee shall automatically lapse forthwith and the relevant Awarded Shares shall not vest on the relevant Vesting Date but shall become Returned Shares for the purposes of the Share Award Scheme.

Alteration of the Share Award Scheme

The Share Award Scheme may be altered in any respect by a resolution of the Board provided that such alteration shall be subject to compliance with the Articles and all applicable laws, regulations and rules (including but not limited to the Listing Rules).

Termination

The Share Award Scheme shall terminate on the earlier of (i) the 10th anniversary date of the Adoption Date; and (ii) such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of any Selected Employee under the Share Award Scheme.

Upon termination of the Share Award Scheme:

  1. no further grant of Awarded Shares may be made under the Share Award Scheme;
  2. the Company shall notify the Trustee of such termination;
  3. all the Awarded Shares of the Selected Employees granted under the Share Award Scheme shall become vested on the Selected Employees so referable on such date of termination save in respect of the Total Lapse, subject to the receipt by the Trustee of the transfer documents prescribed by the Trustee and duly executed by the Selected Employee within the period stipulated by the Trustee;
  4. Returned Shares and such non-cash income remaining in the trust fund of the Trust shall be sold by the Trustee, after receiving notice of such termination of the Share Award Scheme (or such longer period as the Board may otherwise determine) at the then prevailing market price; and

- 6 -

  1. the Residual Cash, net proceeds of sale, and such other funds remaining in the trust fund of the Trust managed by the Trustee (after making appropriate deductions in respect of all disposal costs, liabilities and expenses in accordance with the Trust Deed) shall be remitted to the Company forthwith. For the avoidance of doubt, the Trustee may not transfer any Shares to the Company nor may the Company otherwise hold any Shares whatsoever (other than its interest in the proceeds of sale of such Shares pursuant to paragraph (iv) above).

Listing Rules implications

The Share Award Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purpose of Chapter 17 of the Listing Rules. No Shareholders' approval is required for the adoption of the Share Award Scheme.

Shares may be awarded to Selected Employees who are connected persons of the Company. If Shares are awarded to connected persons of the Company, such Awards may constitute connected transactions of the Company under Chapter 14A of the Listing Rules. The Company will comply with the applicable requirements under Chapter 14A of the Listing Rules.

In the event of any grant of Awarded Shares to the directors of the Group, such grant will form part of the directors' remuneration under their respective service contracts, and is therefore fully exempt from the reporting, announcement and independent shareholders' approval requirements under Rules 14A.73(6) and 14A.95 of the Listing Rules.

GRANT OF AWARDED SHARES PURSUANT TO THE SHARE AWARD SCHEME

On 21 September 2020, the Board resolved to grant an aggregate of 334,720,000 Awarded Shares (representing approximately 2.95% of the total issued share capital of the Company on the Date of Grant and the Adoption Date (being 11,346,472,321 Shares)) to two Selected Employees (collectively, the "Grantees", and each an "Grantee") pursuant to the Share Award Scheme Rules.

- 7 -

The Awarded Shares will only comprise existing Shares which are purchased from the open market by the Trustee out of cash contributed by the Company. The Awarded Shares do not comprise any issuance and allotment of new Shares. The Awarded Shares are subject to the acceptance by the Grantees and shall be vested in the Grantees subject to the fulfillment of the vesting criteria and conditions. Further details of the grant of the Awarded Shares are as follows:

Approximate

% to the total

issued share

capital of

Number of

the Company

Awarded

on the Date

Name of Awardee

Position held within the Group

Shares granted

of Grant

Dr. Lin Tun ("Dr. Lin")

executive Director

221,256,000

1.95%

Mr. Lam Tsan Fai Fergus ("Mr. Lam")

chief financial officer and the chief

operating officer of the Company,

and a director of a Subsidiary

113,464,000

1.00%

Total:

334,720,000

2.95%

Amount of contribution to be made by the Grantees and the vesting period

Out of 221,256,000 Awarded Shares granted to Dr. Lin, 56,732,000 Awarded Share (representing approximately 0.50% of the total issued share capital of the Company on the Date of Grant) were granted to Dr. Lin with nil consideration to be contributed by Dr. Lin. Assuming all the vesting criteria and conditions have been fulfilled, such amount of Awarded Shares granted to Dr. Lin shall be vested in Dr. Lin in three tranches with vesting period commencing from the Date of Grant and ending on 31 December 2022 (both dates inclusive).

The remaining 164,524,000 Awarded Shares granted to Dr. Lin (being part of Dr. Lin's total Awarded Shares and representing approximately 1.45% of the total issued share capital of the Company on the Date of Grant) and all of the 113,464,000 Awarded Shares granted to Mr. Lam (representing approximately 1.00% of the total issued share capital of the Company on the Date of Grant), were subject to, among others, the vesting condition that each of Mr. Lam and Dr. Lin to pay a grant price of HK$0.0345 per Awarded Share, being 50% of the average closing price of approximately HK$0.069 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five Business Days immediately preceding the Date of Grant. If the Awarded Shares are not vested in the Grantees, the contribution paid by the

- 8 -

Grantees, if any, shall be refunded in full. Assuming all the vesting criteria and conditions have been fulfilled, such Awarded Shares granted shall be vested in Dr. Lin and Mr. Lam in five tranches with vesting period commencing from the Date of Grant and ending on 31 December 2024 (both dates inclusive).

During the abovementioned vesting periods, the Board will determine whether the Awarded Shares can be vested and the actual number of Awarded Shares to be vested, according to the performance of the Grantees, which will then be notified in writing to the Grantees and the Trustee. The Grantees are entitled to dispose such portion of Awarded Shares at their discretion after the Awarded Shares have been vested in them.

Based on the closing price of HK$0.070 per Share as stated in the daily quotation sheet issued by the Stock Exchange on the Date of Grant, the market value of the Awarded Shares granted to each of Dr. Lin and Mr. Lam was HK$15,487,920 and HK$7,942,480, respectively.

Listing Rules implications

Each of the Grantees, Dr. Lin and Mr. Lam, being a Director and a director of a Subsidiary respectively, is a connected person of the Company. Accordingly, the grant of Awarded Shares to Dr. Lin and Mr. Lam under the Share Award Scheme constitutes connected transaction of the Company under Chapter 14A of the Listing Rules. As the grant of Awarded Shares to Dr. Lin and Mr. Lam will form part of the remuneration of Dr. Lin and Mr. Lam under each of their respective service contract with the Group, such grant is fully exempt from the reporting, announcement and independent shareholders' approval requirements under Rules 14A.73(6) and 14A.95 of the Listing Rules. The grant of Awarded Shares to each of Dr. Lin and Mr. Lam has been approved by the Board (including the independent non-executive Directors). Dr. Lin has abstained from voting in respect of the Board resolution approving the grant of the Awarded Shares to himself.

GRANT OF SHARE OPTIONS PURSUANT TO THE SHARE OPTION SCHEME

This announcement is also made pursuant to Rule 17.06A of the Listing Rules.

On 21 September 2020, the Board also resolved to grant Share Options carrying the rights to subscribe for up to a total of 226,920,000 new Shares upon exercise to the Grantees under the Share Option Scheme, subject to the acceptance by the Grantees.

- 9 -

The Share Options granted will entitle the Grantees to subscribe for up to a total of 226,920,000 new Shares, representing approximately 2.00% of the total issued share capital of the Company on the Date of Grant (being 11,346,472,321 Shares) and approximately 1.96% of the enlarged issued share capital of the Company assuming the Share Options granted are fully exercised (being 11,573,392,321 Shares). Details of such Share Options granted are set out as follows:

Date of Grant

:

21 September 2020

Exercise price of

:

HK$0.070 per Share, being the highest of:

Share Options

granted

(i) the closing price of HK$0.070 per Share as stated in

the Stock Exchange's daily quotation sheet on the Date

of Grant;

(ii) the average closing price of HK$0.069 per Share as

stated in the Stock Exchange's daily quotation sheets

for the five Business Days immediately preceding the

Date of Grant; and

(iii) the nominal value of HK$0.01 per Share.

Number of Share

: 226,920,000 Share Options, each Share Option entitling the

Options granted

Grantees to subscribe for one Share

Closing price of

:

HK$0.070 per Share

the Shares on

the Date of Grant

Vesting date

: Subject to the rules of the Share Option Scheme, the

acceptance of the grant by the Grantees and the fulfillment

of relevant vesting conditions, the proportion of 20%, 20%,

20%, 20% and 20% of the Share Options granted may be

exercised after (i) the Date of Grant; (ii) 31 December 2020;

(iii) 31 December 2021; (iv) 31 December 2022; and (v) 31

December 2023, respectively.

Validity period

: Subject to the rules of the Share Option Scheme, the Share

Options granted are exercisable for a period of ten (10)

years from the Date of Grant, subject to vesting.

Consideration for

: HK$1.00 to be paid by each Grantee upon acceptance of the

the acceptance of

grant

the grant

- 10 -

The Share Options were granted to the following Grantees:

Approximate

% to the total

issued share

capital of

Number of Share

the Company on

Name of Grantee

Position held within the Group

Options granted

the Date of Grant

Dr. Lin

executive Director

113,460,000

1.00%

Mr. Lam

chief financial officer and the chief

operating officer of the Company,

and a director of a Subsidiary

113,460,000

1.00%

Total:

226,920,000

2.00%

Listing Rules implications

Each of the grant of the Share Options to Dr. Lin, being a Director, and to Mr. Lam, being the chief financial officer and the chief operating officer of the Company, and a director of a Subsidiary, have been approved by the independent non-executive Directors of the Company in accordance with Rule 17.04(1) of the Listing Rules. Dr. Lin has abstained from voting in respect of the Board resolution approving the grant of the Share Options to himself.

Pursuant to Rule 17.03(4) of the Listing Rules and the terms of the Share Option Scheme, the maximum number of Shares issued and to be issued upon exercise of the Share Options granted to each grantee under the Share Option Scheme (including both exercised and outstanding Share Options) in any 12-month period shall not, when aggregated with any shares options granted in such period under any other share option schemes of the Company, exceed 1% of the Shares in issue as at the date of grant. None of the Grantees will, as a result of the grant of Options, be entitled to be issued with such number of Shares as represents over 1% of the Shares in issue as at the Date of Grant upon exercise of all share options granted to him in the 12-month period up to and including the Date of Grant.

Save as disclosed above, none of the Grantees is a Director, chief executive or substantial Shareholder of the Company, or any of their respective associate(s) (as defined in the Listing Rules).

- 11 -

REASONS FOR AND BENEFITS OF THE GRANT OF THE AWARDED SHARES AND

THE SHARE OPTIONS

The purpose of the aforesaid grant of the Awarded Shares and the Share Options is to (i) attract, retain and impel talents whom are needed to achieve the strategic targets of the Company; and (ii) recognize our existing employees' contribution to the success and development of the Group. Taking into account the objectives of the Share Option Scheme and the Share Award Scheme, the Directors and the remuneration committee of the Company consider that the grant of the Award Shares and the Share Options are fair and reasonable, and in the best interests of the Company and the Shareholders as a whole.

GENERAL INFORMATION

The Group is principally engaged in providing customer relationship management services and investment management services.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms have the meanings set out below:

"Adoption Date"

21 September 2020, being the date on which the Share

Award Scheme is adopted by the Company as approved

by the Board;

"Articles"

the memorandum and articles of association of the

Company from time to time;

"Award(s)"

an award made by the Board to a Selected Employee

pursuant to the Share Award Scheme to receive such

number of Awarded Shares on such terms and

conditions as the Board may from time to time

determine;

"Awarded Share(s)"

in respect of a Selected Employee, such number of

Shares as determined by the Board under an Award;

"Board"

the board of Directors of the Company;

- 12 -

"Business Day"

a day on which the Stock Exchange is open for the

business of dealing in securities in Hong Kong and on

which banks are open for business in Hong Kong;

"Cause"

with respect to a Selected Employee, such event as will

entitle the Company or any member of the Group to

terminate the employment or service of the Selected

Employee with immediate notice without compensation

under the relevant employment or service agreement or,

if it is not otherwise provided for in the relevant

employment or service agreement, (a) the commission of

an act of theft, embezzlement, fraud, dishonesty, ethical

breach or other similar acts or commission of a criminal

offence, (b) a material breach of any agreement or

understanding between the Selected Employee and the

Company or any member of the Group, including any

applicable invention assignment, employment,

non-disparagement,non-competition, confidentiality or

other similar agreement, (c) misrepresentation or

omission of any fact in connection with his/her

employment agreement or service agreement, (d) a

failure to perform the customary duties of an employee

of the Company or any member of the Group satisfactory

to the Group in its sole discretion, to obey the reasonable

directions of a supervisor or to abide by the policies or

codes of conduct of the Group, or (e) any conduct that is

materially adverse to the name, reputation or interests of

the Group;

"Company"

Goldstream Investment Limited, a company

incorporated in the Cayman Islands with limited

liability, the Shares of which are listed on the Hong

Kong Stock Exchange;

"connected person(s)"

has the meaning ascribed to it in the Listing Rules;

"Contributed Amount"

the amount of funds allocated by the Board out of the

Company's resources for the purchase or subscription

by the Trustee of the Awarded Shares pursuant to the

Share Award Scheme Rules;

- 13 -

"Date of Grant"

21 September 2020, the date of grant of the Awarded

Shares and the Share Options;

"Director(s)"

the director(s) of the Company from time to time;

"Dr. Lin"

Mr. Lin Tun, an executive Director;

"Employee(s)"

any employee(s) (including without limitation any

director) of any member of the Group;

"Excluded Employee"

any Employee who is resident in a place where the

award of the Awarded Shares and/or the award of the

Returned Shares and/or the vesting and transfer of the

Awarded Shares pursuant to the terms of the Share

Award Scheme is not permitted under the laws and

regulations of such place or where in the view of the

Board or the Trustee (as the case may be), compliance

with applicable laws and regulations in such place

makes it necessary or expedient to exclude such

Employee;

"Grantee(s)"

the grantees of an aggregate of 334,720,000 Awarded

Shares and the grantees of an aggregate of

226,920,000 Share Options, being Dr. Lin and

Mr. Lam;

"Group"

the Company, its Subsidiaries and such entities which

are considered as subsidiaries of the Company under

the applicable accounting standard and policy, from

time to time;

"HK$"

Hong Kong dollar, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China;

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange;

- 14 -

"Mr. Lam"

Mr. Lam Tsan Fai Fergus, the chief financial officer

and the chief operating officer of the Company, and a

director of a Subsidiary;

"Related Income"

in relation to an Awarded Share, all income derived

from such Share held upon the Trust (including but not

limited to any cash distribution, bonus Share, scrip

Share, nil paid right, bonus warrant, non-scrip

distribution or proceeds of sale of the same);

"Residual Cash"

cash remaining in the trust fund of the Trust, including

interest income derived from deposits maintained with

licensed banks in Hong Kong, such portion of the

Contributed Amount which has not been applied in the

acquisition of the Awarded Shares, the Related Income

in the form of cash that the Selected Employees have

no entitlement and the portion of cash proceeds of sale

of Related Income that is in the form of Shares;

"Returned Shares"

the Related Income in the form of Shares that the

Selected Employees have no entitlement pursuant to

the Share Award Scheme, and such Awarded Shares

which are not vested and/or forfeited in accordance

with the terms of the Share Award Scheme, or such

Shares being deemed to be Returned Shares in

accordance with the terms of the Share Award Scheme;

"Selected Employee(s)"

Employee(s) selected by the Board pursuant to the

Share Award Scheme Rules to participate in the Share

Award Scheme;

"SFC"

the Securities and Futures Commission of Hong Kong;

"Share(s)"

ordinary share(s) of HK$0.01 each in the capital of the

Company (or of such other nominal amount as shall

result from a sub-division, consolidation,

reclassification or reconstruction of the share capital

of the Company from time to time);

"Shareholder(s)"

holder(s) of Shares from time to time;

- 15 -

"Share Award Scheme"

the "share award scheme" constituted by the Share

Award Scheme Rules adopted by the Board, in its

present form or as amended from time to time in

accordance with provisions thereof;

"Share Award Scheme Rules"

the rules relating to the Share Award Scheme adopted

by the Board, in its present form or as amended from

time to time in accordance with provisions thereof;

"Share Option(s)"

the share option(s) granted and to be granted under the

Share Option Scheme;

"Share Option Scheme"

the share option scheme adopted by the Company on

4 June 2020;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Subsidiary"

a company which is for the time being and from time to

time a subsidiary undertaking (within the meaning

given under Schedule 1 of the Companies Ordinance

(Chapter 622 of the Laws of Hong Kong)) of the

Company, whether incorporated in Hong Kong or

elsewhere;

"Takeovers Code"

the Codes on Takeovers and Mergers and Share

Buy-backs issued by the SFC (as modified from time

to time);

"Trust"

the trust constituted by the Trust Deed;

"Trustee"

professional trustee (which is independent of and not

connected with the Company and its connected

person(s)) appointed or to be appointed to administer

the Share Award Scheme and any additional or

replacement trustees, being the trustee or trustees for

the time being of the trusts declared in the Trust Deed;

"Trust Deed"

the trust deed entered into or to be entered into

between the Company and the Trustee (as restated,

supplemented and amended from time to time);

- 16 -

"Vesting Date"

in respect of a Selected Employee, the date on which

the legal and beneficial ownership of the relevant

Awarded Shares are transferred to and vested in such

Selected Employee pursuant to an Award in

accordance with the terms and conditions of the Share

Award Scheme; and

"%"

per cent.

By order of the board of

Goldstream Investment Limited

Mr. Zhao John Huan

Chairman

Hong Kong, 21 September 2020

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Zhao John Huan, Dr. Lin Tun, Mr. Yuan Bing and Ms. Li Yin and three independent non-executive Directors, namely Mr. Jin Qingjun, Mr. Lee Kin Ping Christophe and Mr. Shu Wa Tung Laurence.

- 17 -

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Sales 2020 384 M 49,4 M 49,4 M
Net income 2020 17,3 M 2,22 M 2,22 M
Net cash 2020 307 M 39,5 M 39,5 M
P/E ratio 2020 86,0x
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Capitalization 1 010 M 130 M 130 M
EV / Sales 2019 3,06x
EV / Sales 2020 3,01x
Nbr of Employees 1 925
Free-Float 17,8%
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Tun Lin Chief Executive Officer & Executive Director
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