Millennium Pacific Group Holdings Limited 匯 思 太 平 洋 集 團 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 8147)

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1 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. Millennium Pacific Group Holdings Limited 匯 思 太 平 洋 集 團 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 8147) INSIDE INFORMATION ANNOUNCEMENT COOPERATION AGREEMENT THE COOPERATION AGREEMENT Reference is made to the Announcement in relation to the Strategic Cooperation Agreement entered into by the Company with Beijing Hongyanyayun and Qipao Society Limited. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement, unless the context requires otherwise. Subsequent to the signing of the Strategic Cooperation Agreement, Qipao Society Limited authorized Cqpmall to replace Qipao Society Limited in relation to the matters of the Strategic Cooperation Agreement, and, the Parties agreed on certain aspects of the Cooperation. For the purpose of reflecting these changes, the Parties agreed to enter into this Cooperation Agreement. The Board hereby announces that the Company has on 16 October 2015 entered into the Cooperation Agreement with Beijing Hongyanyayun, Qipao Society Limited and Cqpmall, pursuant to which the Parties agreed that Cqpmall and Beijing Hongyanyayun shall authorize the Company to be their exclusive partner to, inter alia, establish, maintain and operate the Internet Trading Platform. In addition, the Company, Beijing Hongyanyayun and Cqpmall agree to continue the negotiation on the specific terms of the Cooperation and shall enter into the Formal Agreement which sets out all the terms in relation to the Cooperation in details. This announcement is made by the Company pursuant to Rule 17.10(2) of the GEM Listing Rules and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the SFO. Should there be any material developments with respect to the Cooperation, the Company will make further announcement(s) in accordance with the GEM Listing Rules as and when appropriate. Reference is made to the Announcement in relation to the Strategic Cooperation Agreement entered into by the Company with Beijing Hongyanyayun and Qipao Society Limited. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement, unless the context requires otherwise. 1

2 THE DEVELOPMENT SUBSEQUENT TO THE STRATEGIC COOPERATION AGREEMENT Subsequent to the signing of the Strategic Cooperation Agreement, Qipao Society Limited authorized Cqpmall to replace Qipao Society Limited in relation to the matters of the Strategic Cooperation Agreement, and the Parties have agreed on certain aspects of the Cooperation. For the purpose of reflecting these changes, the Parties agreed to enter into this Cooperation Agreement. THE COOPERATION AGREEMENT The Board hereby announces that the Company has on 16 October 2015 entered into the Cooperation Agreement with Beijing Hongyanyayun, Qipao Society Limited and Cqpmall, pursuant to which the Parties agreed that Cqpmall and Beijing Hongyanyayun shall authorize the Company as their exclusive partner to, inter alia, establish, maintain and operate the Internet Trading Platform. The principal terms of the Cooperation Agreement are set out below. Date: 16 October 2015 Parties: Beijing Hongyanyayun Terms: (ii) Qipao Society Limited (iii) Cqpmall; and (iv) the Company. The Parties agreed that all rights and obligations of Qipao Society Limited under the Strategic Cooperation Agreement are transferred to Cqpmall. The Company, Cqpmall and Beijing Hongyanyayun agreed to cooperate and develop the Internet Trading Platform. Their respective responsibilities are briefly set out below. A. The common responsibilities The Formal Agreement Upon signing the Cooperation Agreement, the Company, Cqpmall and Beijing Hongyanyayun shall enter into negotiation for the specific terms of the Cooperation and shall sign the Formal Agreement setting out all the terms in details. Where the Company, Cqpmall and Beijing Hongyanyayun enter into the Formal Agreement, it will supersede the Cooperation Agreement. 2

3 B. The Company s responsibilities The establishment, operation and maintenance of the Internet Trading Platform The Company shall be responsible for establishing, maintaining and operating the Internet Trading Platform. (ii) The logistic, customer services and other matters related to the Internet Trading Platform The Company shall also be responsible for logistic, customer services and all other matters in relation to the Internet Trading Platform that are to be agreed between the Company, Cqpmall and Beijing Hongyanyayun. (iii) The investment to be made by the Company The Company is responsible for the cost of establishing, maintaining and operating the Internet Trading Platform, logistic, customer services and all other matters that are to be agreed between the Company, Cqpmall and Beijing Hongyanyayun. However, the Company does not have to invest any money until the Company, Cqpmall and Beijing Hongyanyayun enter into the Formal Agreement which sets out the amount that the Company needs to invest. C. The Company s Benefit Exclusive partner The Company is authorized to be the exclusive company of Cqpmall and Beijing Hongyanyayun that establishes, operates and maintains the Internet Trading Platform. (ii) The Service Fee In consideration of the services provided by the Company, the Company shall be entitled to receive the Service Fee from Beijing Hongyanyayun and Cqpmall which is 20% of the transaction amount for each transaction. The transaction amount, the calculation method of the Service Fee and the payment method of the Service Fee shall be agreed between the Company, Cqpmall and Beijing Hongyanyayun and specified in the Formal agreement. The information such as the transaction amount of the Internet Trading Platform shall be determined solely according to the data from the purchasing system of the Internet Trading Platform. D. Cqpmall s responsibilities Authorizing the Company to be the exclusive partner Beijing Hongyanyayun and Cqpmall shall authorize the Company to be the exclusive company that establishes, operates and maintains the Internet Trading Platform. 3

4 Without the Company s prior consent, Beijing Hongyanyayun and Cqpmall shall not instruct any third party to establish, operate and maintain the Internet Trading Platform. Furthermore, Beijing Hongyanyayun and Cqpmall cannot, either by themselves or by appointing any third party, establish, operate, maintain any e- commerce platform that is similar to or in competition with the Internet Trading Platform. (ii) The domain name Cqpmall shall register a domain name for the Internet Trading Platform. The domain name is independent of Qipao Website and shall belong to Cqpmall. Cqpmall shall be responsible for all the expenses in relation to the registration of the domain name. (iii) The goods to be sold on the Internet Trading Platform and its promotion Cqpmall shall be responsible for supplying the goods that are to be sold on the Internet Trading Platform. Cqpmall shall also be responsible for the promotion of the Internet Trading Platform. All the expenses incurred in relation to the goods and the promotion are to be borne by Cqpmall. E. Beijing Hongyanyayun s responsibilities Authorizing the Company to be the exclusive partner Beijing Hongyanyayun and Cqpmall shall authorize the Company to be the exclusive company that establishes, operates and maintains the Internet Trading Platform. Without the Company s prior consent, Beijing Hongyanyayun and Cqpmall shall not instruct any third party to establish, operate and maintain the Internet Trading Platform. Furthermore, Beijing Hongyanyayun and Cqpmall cannot, either by themselves or by appointing any third party, establish, operate, maintain any e- commerce platform that is similar to or in competition with the Internet Trading Platform. (ii) The data of the Internet Trading Platform All transaction data obtained from the Internet Trading Platform shall belong to Beijing Hongyanyayun or its subsidiaries. Beijing Hongyanyayun shall irrevocably grant an exclusive license to the Company for the use of such data without any charge. F. Miscellaneous The governmental licenses and the customers of Qipao Website Beijing Hongyanyayun and Cqpmall shall be responsible for applying and obtaining all the necessary governmental permits, licenses and approvals on or before the date of operation for the purpose of legitimate operation of the Internet Trading Platform. 4

5 Beijing Hongyanyayun and Cqpmall shall divert all the customers of Qipao Website to the Internet Trading Platform. (ii) The location of the server The Internet Trading Platform may be either hosted by a server located in the PRC or Hong Kong or be co-hosted by servers located in the PRC and Hong Kong. The specific locations of the servers and the hosting of the Internet Trading Platform shall be agreed in writing by the Company, Beijing Hongyanyayun and Cqpmall. (iii) The payment service provider The Internet Trading Platform shall require payment service provided by third party. The specific number required and the choice of the payment service providers shall be agreed between the Company, Beijing Hongyanyayun and Cqpmall in writing. (iv) Access to the financial information of the Internet Trading Platform Each of the Parties shall have the right to access the financial information of the Internet Trading Platform. The Company shall be entitled to request any financial documents from Beijing Hongyanyayun and/or Cqpmall, and Beijing Hongyanyayun and/or Cqpmall shall provide the Company with the requested financial documents within 7 days upon receipt of the request. At the end of each financial year, the Company shall be entitled to appoint an auditor to audit the financial information of the Internet Trading Platform, and Beijing Hongyanyayun and/or Cqpmall shall cooperate accordingly. (v) Use of Qipao Website s Intellectual Property Rights The Parties agree that all the intellectual property rights of Qipao Website belongs to Beijing Hongyanyayun and/or Cqpmall or has been licenced or authorized by Qipao Society Limited. For the purpose of establishing, operating and maintaining the Internet Trading Platform, Beijing Hongyanyayun and/or Cqpmall allows the Company to use the intellectual property rights of Qipao Website without any charge. These intellectual property rights shall be specified in the Formal Agreement. (vi) Validity The Cooperation Agreement is effective from 16 Oct 2015 and shall continue until 10 years after the Internet Trading Platform commences its operation (the Expiry Date ). The Company may, by serving a three month written notice to other Parties prior to the Expiry Date, renew the Cooperation Agreement for a further term of 10 years. 5

6 (vii) Termination The Cooperation Agreement provides certain situations where the Cooperation Agreement shall be terminated by one or more of the Parties. These situations include, inter alia:. the Company, Cqpmall or Beijing Hongyanyayun may terminate the Cooperation Agreement without giving any reasons by serving a three months notice to the other parties to the Cooperation Agreement. Unless it is agreed otherwise, the party who serves the notice to terminate the Cooperation Agreement does not incur any liability by terminating the Cooperation Agreement;. the Internet Trading Platform is not launched and in operation or Beijing Hongyanyayun and Cqpmall fail to obtain the aforesaid licence, permit and approval within 24 months from the date of the Cooperation Agreement; and. where one of the Parties has committed a material breach (or a series of minor breaches which amount to a material breach) which can be remedied (the Default Party ), and where one of the other Parties, who is not in breach, has served a notice to the Default Party and other Parties setting out the material breach and how it can be remedied, the Default Party fails to remedy the breach within 30 days upon receipt of such a notice. Upon the termination or expiration of the Cooperation Agreement, the Parties agree that: (a) (b) Beijing Hongyanyayun and/or Cqpmall shall immediately pay the Company all the outstanding Service Fee; in relation to the equipment purchased and the services subscribed by the Company for the Internet Trading Platform, the Company may opt one of the followings: transferring the said equipment and services to Beijing Hongyanyayun and/or Cqpmall at prevailing market value; or accepting a reasonable lump sum from Beijing Hongyanyayun and/or Cqpmall with the equipment and/or the subscribed services to be retained by the Company; and (c) Beijing Hongyanyayun and Cqpmall shall return all information relating to the Company within 30 days. 6

7 (viii) Entire agreement The Cooperation Agreement constitutes the whole agreement between the Company, Beijing Hongyanyayun and Cqpmall and supersedes all prior agreements (including but not limited to the Strategic Cooperation Agreement), promises, guarantee, warranty, representation and understanding (whether it is made orally or in writing) between the Parties relating to the subject matter of this Cooperation Agreement. (ix) Legally Binding The Cooperation Agreement is a legally binding agreement. INFORMATION ON THE GROUP The Group is principally engaged in the research and development, manufacture and sale of consumer electronic products, such as global positioning system personal navigation devices, mobile internet devices and digital video recorders. The Group is an original equipment manufacturer or original design manufacturer of its products. INFORMATION ON QIPAO SOCIETY LIMITED Qipao Society Limited is a company registered in Hong Kong and is engaged in the trading of fashion apparels. INFORMATION ON CQPMALL CQPMALL is a company registered in Hong Kong, and its main business is to operate electronic trading platform. INFORMATION ON BEIJING HONGYANYAYUN Beijing Hongyanyayun is a company incorporated in the People s Republic of China and engaged in, inter alia, organizing culture exchange activities, promotion of technology, technology consultancy, project investment, investment management, investment consultancy, conference services, organizing exhibition activities and fashion sales. REASONS FOR AND BENEFITS OF THE COOPERATION AGREEMENT The Board is of the view that the Cooperation Agreement is in the interests of the Company and its shareholders as it will generate steady income for the Company and broaden the scope of its business. To the best of the Directors knowledge, information and belief after having made all reasonable enquiries, Beijing Hongyanyayun, Qipao Society Limited, Cqpmall and their respective ultimate beneficial owners are third parties independent of the Company and the connected person (as defined in the GEM Listing Rules) of the Company. 7

8 GENERAL This announcement is made by the Company pursuant to Rule 17.10(2) of the GEM Listing Rules and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the SFO. Should there be any material developments with respect to the Cooperation, the Company will make further announcement(s) in accordance with the GEM Listing Rules as and when appropriate. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms have the meanings set opposite them below: Announcement the announcement made by the Company on 20 August 2015 Beijing Hongyanyayun Board Beijing Hongyanyayun Cultural Industry Limited* ( 北 京 紅 顏 雅 韻 文 化 產 業 有 限 責 任 公 司 ), a company incorporated in the PRC with limited liability the board of Directors Company Millennium Pacific Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on GEM (stock code: 8147) Cooperation Cooperation Agreement Cqpmall Director(s) Formal Agreement GEM GEM Listing Rules Group the cooperation among the Company, Qipao Society Limited, Cqpmall and Beijing Hongyanyayun as contemplated under the Strategic Cooperation Agreement and the Cooperation Agreement the cooperation agreement dated 16 October 2015 entered into among the Company, Beijing Hongyanyayun, Qipao Society Limited and Cqpmall Cqpmall Limited ( 中 國 旗 袍 電 子 商 城 有 限 公 司 ), a company incorporated in Hong Kong with limited liability the director(s) of the Company the agreement which contains all the specific terms in relation to the cooperation under the Cooperation Agreement and which is to be signed by the Company, Beijing Hongyanyayun and Cqpmall pursuant to the Cooperation Agreement the Growth Enterprise Market of the Stock Exchange The Rules Governing the Listing of Securities on GEM the Company and its subsidiaries from time to time * For identification purpose only 8

9 Hong Kong Independent Third Party(ies) Internet Trading Platform Parties PRC the Hong Kong Special Administrative Region of the PRC third party(ies) independent of and not connected with the Company and its connected persons (as defined under the GEM Listing Rules) the Internet trading platform, independent of the Qipao Website, which is the subject matter of the Strategic Cooperation Agreement and the Cooperation Agreement the parties to the Cooperation Agreement including, Beijing Hongyanyayun, Qipao Society Limited, Cqpmall and the Company the People s Republic of China, excluding Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan for the purpose of this announcement Qipao Society Limited Chinese Qipao Society Limited ( 中 國 旗 袍 會 有 限 公 司 ), a company incorporated in Hong Kong with limited liability Qipao Website Service Fee SFO Shareholder(s) Stock Exchange Strategic Cooperation Agreement RMB includes the official website of Qipao Society Limited in the PRC ( and the official website of Qipao Society Limited in Hong Kong ( a service fee that the Company is entitled to receive in consideration of the service it provides under the Strategic Cooperation Agreement and the Cooperation Agreement Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) the holder(s) of the Shares The Stock Exchange of Hong Kong Limited the Cooperation Framework Agreement dated 20 August 2015 entered into among the Company, Beijing Hongyanyayun and Qipao Society Limited Renminbi, the lawful currency of the PRC % per cent. By Order of the Board of Millennium Pacific Group Holdings Limited Tang Wai Ting, Samson Chairman Hong Kong, 16 October

10 As at the date of this announcement, the executive Directors of the Company are Mr. Tang Wai Ting, Samson, Ms. Leung Wai Hing, Ella and Mr. Mak Hing Keung, Thomas; the nonexecutive Directors of the Company are Mr. Tse Yee Hin, Tony and Dr. Li Ying; and the independent non-executive Directors of the Company are Ms. Chan Sze Man, Mr. Lee Wai Hung, Mr. Ng Ka Chung, and Ms. Eugenia Yang. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will appear on the GEM website ( for at least seven days after the date of publication and on the website of the Company ( 10