China Smartpay Group Holdings Limited

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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. China Smartpay Group Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8325) FORMATION OF A JOINT VENTURE COMPANY WITH DIGITAL CHINA The Board is pleased to announce that on 14 May 2015 after trading hours, Open Union, a company which is indirectly held by the Company as to 90% of its equity interests through certain contractual arrangements, entered into the JV Agreement with Shenzhou Huizhong, an indirect wholly-owned subsidiary of Digital China Holdings Limited pursuant to which Open Union and Shenzhou Huizhong agreed to form the JV Company to be principally engaged in smart city payment business in the PRC. Pursuant to the JV Agreement, the registered capital of the JV Company will be RMB20,000,000. Each of Open Union and Shenzhou Huizhong will contribute RMB9,800,000 and RMB10,200,000 representing 49% and 51% of the registered capital of the JV Company respectively. The transaction contemplated under the JV Agreement does not constitute a notifiable transaction of the Company under Chapter 19 of the GEM Listing Rules. This announcement is published by the Company on a voluntary basis. This is a voluntary announcement made by the Company. The Board is pleased to announce that on 14 May 2015 after trading hours, Open Union, a company which is indirectly held by the Company as to 90% of its equity interests through certain contractual arrangements entered into the JV Agreement with Shenzhou Huizhong, a subsidiary of Digital China Holdings Limited and whose shares are listed on the main board of the Stock Exchange (Stock code: 0861), pursuant to which Open Union and Shenzhou Huizhong agreed to form the JV Company to be principally engaged in smart city payment business in the PRC. The major terms of the JV Agreement are set out below. 1

2 THE JV AGREEMENT Date: 14 May 2015 Parties: (1) Open Union; and (2) Shenzhou Huizhong To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, Shenzhou Huizhong is a third party independent of the Company and its connected persons. Contribution: The registered capital of the JV Company will be RMB20,000,000. Each of Open Union and Shenzhou Huizhong will contribute RMB9,800,000 and RMB10,200,000 to the JV Company, representing 49% and 51% of the registered capital of the JV Company respectively. SCOPE OF BUSINESS OF THE JV COMPANY The JV Company will be principally engaged in smart city payment business in the PRC, including but not limited to, online payment, mobile payment, small-value convenient payment, citizen s card payment ( ) solutions, enterprise welfare schemes, electronic coupon distribution, O2O marketing, and internet finance products. The JV Company will focus on developing public payment acceptance environment such as public transportation, establishing a link between the citizen s card business and the citizen s web services, and creating authentic online-to-offline smart cities. Pursuant to the JV Agreement, Open Union will set up branch offices in certain selected provinces in the PRC and will be responsible for the launching of the prepaid card issuance and Internet payment businesses in the respective provinces in the PRC. Each of the branch offices of Open Union will sign a cooperation agreement with the JV Company pursuant to which the JV Company will be responsible for the sales and marketing of the payment products of Open Union. 2

3 INFORMATION ABOUT THE PARTIES TO THE JV AGREEMENT The Group is principally engaged in payment business in the PRC and South East Asia and operate a nationwide prepaid and internet payment network in the PRC and the Group completed the acquisition of 90% equity interests in the Open Union on 27 January 2015 through certain contractual arrangements. Open Union is a licensee of the Payment Service Licence ( ) issued by the PBOC which allows it to issue and accept prepaid cards within the PRC on a nationwide basis. Shenzhou Huizhong is a company incorporated in the PRC and is a subsidiary of Digital China Holdings Limited whose shares are listed on the main board of the Stock Exchange (Stock code: 0861). Digital China Holdings Limited and its subsidiaries (the Digital China Group ) are one of the largest provider of IT system integration services in the PRC. In 2010, Digital China Group proposed Smart City strategy which covers top-level smart city planning and consulting, construction of smart city infrastructure and operation of smart city projects. At the date of this announcement, the Digital China Group has implemented its Smart City strategy in more than 70 cities in the PRC and has entered into strategic framework agreements with more than 10 cities. REASONS FOR AND BENEFIT OF THE JV AGREEMENT As disclosed in the Third Quarterly Report of the Company dated 17 February 2015, one of the key strategies that the Company employs to expand the small-value prepaid payment business is to establish strategic cooperation with leading companies in the specific industries. One example is the cooperation on healthcare payment with (YLZ Information Technology Co., Ltd*), one of China s largest providers of social security and healthcare IT solutions, which has been implemented at two hospitals in Fujian Province as part of a pilot project as at the date of this announcement. The JV Agreement represents another major development of this strategy. By partnering with Digital China Group, one of China s largest Smart City solutions providers, the Company can tap into the vast smart city payment market, including but not limited to public transportation payment, neighborhood payment and citizen s card payment, and can maximise the value of Open Union s nationwide Payment Service Licence. The Board believes that the JV Agreement is in line with the Group s strategy which enables it to expand its existing services and revenue base and enhance its growth potential. Accordingly, the Board considers the JV Agreement is in the interest of the Company and the Shareholders as a whole. 3

4 GENERAL The transaction contemplated under the JV Agreement does not constitute a notifiable transaction of the Company under Chapter 19 of the GEM Listing Rules as the applicable percentage ratios under Chapter 19 of the GEM Listing Rules were less than 5%. This announcement is made by the Company on a voluntary basis. DEFINITIONS Unless the context otherwise requires, the following terms shall have the meanings set out below: AIC Industrial and Commercial Administration Bureau in the PRC; Board the board of Directors; Company China Smartpay Group Holdings Limited, a company incorporated in the Cayman Islands and the issued Shares of which are listed on the GEM ; connected persons has the meaning ascribed thereto in the GEM Listing Rules; Director(s) the director(s) of the Company; GEM the Growth Enterprise Market of the Stock Exchange; GEM Listing Rules The Rules Governing the Listing of Securities on the GEM; Group the Company and its subsidiaries; HK$ Hong Kong dollars, the lawful currency in Hong Kong; Hong Kong the Hong Kong Special Administrative Region of the PRC; JV Agreement the agreement entered into between Open Union and Shenzhou Huizhong on 14 May 2015 in relation to the formation of the JV Company; 4

5 JV Company Open Union PBOC PRC RMB Share(s) Shareholder(s) Stock Exchange Shenzhou Huizhong a company to be incorporated in the PRC pursuant to the JV Agreement; (transliterated as Open Union Payment Services Limited) (formerly known as, which is transliterated as Open Union Network Services Limited) a company incorporated in the PRC which is indirectly held by the Company as to 90% of its equity interests through certain contractual arrangements; the People s Bank of China; the People s Republic of China, and for the purpose of this announcement only, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan; Renminbi, the lawful currency in the PRC; ordinary share(s) of HK$0.01 each in the share capital of the Company; holder(s) of Share(s); The Stock Exchange of Hong Kong Limited; (transliterated as Shenzhen Shenzhou Huizhong Technology Limited), a company incorporated in the PRC and is a subsidiary of Digital China Holdings Limited whose shares are listed on the main board of the Stock Exchange (Stock code: 0861); % per cent. By order of the Board China Smartpay Group Holdings Limited Zhang Huaqiao Chairman Hong Kong, 14 May

6 As at the date of this announcement, the board of the Company comprises (i) six executive Directors, namely, Mr. Zhang Huaqiao, Mr. Cao Guoqi, Mr. Fung Weichang, Mr. Xiong Wensen, Mr. Song Xiangping and Mr. Cheng Nga Ming Vincent; and (ii) three independent non-executive Directors, namely, Mr. Wang Yiming, Mr. Lu Dongcheng and Dr. Yuan Shumin. This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rule 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 remain on the Latest Company Announcements page of the GEM website at for at least 7 days from the date of its posting and on the Company s website at 6

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