Rich Goldman : DISCLOSEABLE TRANSACTION SUBSCRIPTION OF INTEREST IN A FUND

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.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00070)

DISCLOSEABLE TRANSACTION SUBSCRIPTION OF INTEREST IN A FUND

THE SUBSCRIPTION AGREEMENT

The Board is pleased to announce that, on 14 December 2018 (after trading hours), the Subscriber, a wholly-owned subsidiary of the Company, entered into the Subscription Agreement, pursuant to which the Subscriber has applied to subscribe for the Class B Shares attributable to the Segregated Portfolio, a segregated portfolio of the Fund Company, at a total subscription amount of HK$50 million, payable by cash.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Subscription under the Subscription Agreement exceed 5% but all of them are less than 25%, the Subscription constitutes a discloseable transaction for the Company and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that, on 14 December 2018 (after trading hours), the Subscriber, a wholly-owned subsidiary of the Company, entered into the Subscription Agreement, pursuant to which the Subscriber has applied to subscribe for the Class B Shares attributable to the Segregated Portfolio, a segregated portfolio of the Fund Company, at a total subscription amount of HK$50 million, payable by cash.

THE SUBSCRIPTION AGREEMENT

The principal terms of the Subscription Agreement are summarised as follows:

Date:

14 December 2018 (after trading hours)

Parties:

(i) Divine Glory Global Limited, a wholly-owned subsidiary of the Company, as the Subscriber; and

(ii)the Fund Company.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Fund Company and its ultimate beneficial owner(s) are Independent Third Parties.

Assets to be acquired and subscription amount:

Pursuant to the Subscription Agreement, the Subscriber agreed to subscribe for the Class B Shares attributable to the Segregated Portfolio, a segregated portfolio of the Fund Company, at a total subscription amount of HK$50 million, is payable by cash. The aforesaid subscription amount will be satisfied by the Group's internal resources.

The subscription amount of HK$50 million is determined based on the terms of the PPM and the financial resources of the Group (the subscription amount of HK$50 million represents approximately 8.39% of the audited bank and cash balances of the Group of approximately HK$595.6 million as at 30 June 2018 extracted from the annual report of the Company for the year ended 30 June 2018).

Upon completion of the Subscription, the Subscription will be accounted for as financial assets at fair value through profit or loss in the Group's financial statements.

Terms of the Segregated Portfolio:

Name of the Segregated Portfolio: Dol-Fin Select Investment Fund SP

Participating Shares:

The directors of the Fund Company have initially created and designated two classes in respect of the Segregated Portfolio, being Class A Shares and Class B Shares, which are being offered under the terms of the PPM. At any time, the directors of the Fund Company may create and designate additional classes in respect of the Segregated Portfolio without notice to, or the consent of, the holders of Participating Shares.

Investment objective and strategies:Lock-up Period:The investment objective of the Segregated Portfolio is capital appreciation and income generation.

The Investment Manager will seek to achieve the investment objective by investing in listed securities, with a primary focus on the Stock Exchange, whether by way of primary or secondary market purchase.

The Fund Company has flexibility to invest in a wide range of instruments including, but not limited to, listed or unlisted equities, preferred stocks, convertible securities, equity-related instruments, debt securities and obligations (which may below investment grade), currencies, commodities, futures, options, warrants, swaps and other derivative instruments. Derivative instruments may be exchange-traded or over-the-counter. The Fund Company may engage in short sales, margin trading, hedging and other investment strategies. The Fund Company may retain amounts in cash or cash equivalents (including money market funds) pending reinvestment, for use as collateral or as otherwise considered appropriate to the investment objective.

in respect of a Class A Share, a period of 1 year and in respect of a Class B Share, a period of 1 year commencing on the issue of such Participating Share or, in each case, such shorter period as the directors of the Fund Company may determine (the "Lock-up Period").

Term:

The term of the Segregated Portfolio is 5 years from the business day immediately following the end of the initial offer period (being 10 December 2018, or such other day as the directors of the Fund Company may determine) but may be extended by the directors of the Fund Company at their discretion (the "Term").

Distribution policy:Management:It is envisaged that a semi-annual dividend will be distributed in respect of the Class B Shares in order to give each holder of Class B Shares a 10 per cent annualised return on its investment (calculated on a cumulative basis but not compounded).

If following each distribution in respect of the Class B Shares described in the paragraph above, there remains any income or gains from each such distribution period in excess of the amount that would give each holder of Class B Shares a 10 per cent annualised return on its investment as at such date, it is envisaged that a semi-annual dividend will be distributed in respect of the Class A Shares from such income and gains in order to give each holder of Class A Shares a 50 per cent annualised return on its investment (calculated on a cumulative basis but not compounded).

Further, if at the time of declaring a dividend there remains any income or gains from each such distribution period in excess of the amount that would give (i) each holder of Class B Shares a 10 per cent annualised return on its investment, and (ii) each holder of Class A shares a 50 per cent annualised return on its investment as at such date (the "Excess Return Amount", an additional amount will be distributed to enable the Class B Shares to share in 5 per cent of any such excess return above the Excess Return Amount and to enable the Class A Shares to share in 95 per cent of any such excess return above the Excess Return Amount.

The directors of the Fund Company are responsible for the overall management and control of the Fund Company. However, in respect of the Segregated Portfolio, the directors of the Fund Company have delegated responsibility for day-to-day administrative functions to Ayasa Globo Financial Services Limited (being the administrator) and responsibility for making day-to-day investment decisions to the Investment Manager.

The Investment Manager has in turn delegated certain investment advisory functions to the Investment Advisor.

Details of the Investment Manager and the Investment Advisor are set out in the section headed "Information of the Investment Manager and the Investment Advisor" below.

Management fee:

The Fund Company will pay the Investment Manager a management fee, out of the assets of the Segregated Portfolio, of one-quarter (¼) of 1.5 per cent per quarter of the net asset value of the Class A Shares and one-quarter (¼) of 1.5 per cent per quarter of the net asset value of the Class B Shares (before deduction of that quarter's management fee) as at the last valuation day in each quarter, subject to, in respect of both Class A Shares and Class B Shares, payment of a minimum fee per quarter of one-quarter (¼) of 1.5 per cent of the total aggregate amount subscribed by all holders.

Investment restrictions:

The following investment restrictions will apply in respect of the investment of the assets of the Segregated Portfolio:

• (a) not more than 30 per cent of the latest available net asset value of the Segregated Portfolio will be invested in the securities of any one issuer or any connected issuers;

• (b) not more than 60 per cent of the total amount subscribed by the holders of Class B Shares will be invested in the securities of any one issuer or any connected issuers;

• (c) the number of shares of a single security that are held by the Segregated Portfolio must never be more than the total aggregate number of shares of that security that are traded on a stock exchange over a 3 consecutive day period; and