JOINT ANNOUNCEMENT CONTINUING CONNECTED TRANSACTIONS RELATING TO SALES AND PURCHASES OF WINE PRODUCTS

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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. R14.58(1) R13.52 (Note 5) GOLDIN PROPERTIES HOLDINGS LIMITED 高 銀 地 產 控 股 有 限 公 司 (Incorporated in Hong Kong with limited liability) (Stock Code: 283) GOLDIN FINANCIALHOLDINGS LIMITED * (Incorporated in Bermuda with limited liability) (Stock Code: 530) R13.51A JOINT ANNOUNCEMENT CONTINUING CONNECTED TRANSACTIONS RELATING TO SALES AND PURCHASES OF WINE PRODUCTS On 18 May 2012, GPHL and GFHL entered into the Framework Agreement which sets out the principal framework upon which the GFHL Group will sell and the GPHL Group will purchase the Wine Products, for a term commencing from 18 May 2012 and on 31 March 2015 with the Annual Caps as set out in this announcement. As Mr. Pan (personally and through his wholly-owned companies) is beneficially interested in approximately 64.21% and 70.26% of each of the issued share capital of GPHL and GFHL respectively as at the date of this announcement, the GPHL Group is an associate of a connected person of GFHL and the GFHL Group is also an associate of a connected person of GPHL. As such, GPHL and GFHL are connected persons of each other under the Listing Rules. Accordingly, the respective sales and purchases of the Wine Products by the GFHL Group and the GPHL Group constitute continuing connected transactions for GFHL and GPHL respectively under Rule 14A.14 of the Listing Rules. Since certain applicable percentage ratios as defined under Rule 14A.10 of the Listing Rules in respect of the Annual Caps of each of GPHL and GFHL are more than 0.1% but less than 5%, the Framework Agreement and the transactions contemplated thereunder and the Annual Caps are only subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders approval requirement for each of GPHL and GFHL under Rule 14A.34 of the Listing Rules. * for identification purposes only 1

2 INTRODUCTION On 18 May 2012, GPHL and GFHL entered into the Framework Agreement which sets out the principal framework upon which the GFHL Group will sell and the GPHL Group will purchase the Wine Products, for a term commencing from 18 May 2012 and on 31 March 2015 with the Annual Caps as set out in this announcement. The principal terms of the Framework Agreement are set out below: The Framework Agreement Date 18 May 2012 R14.58(3) Parties (i) (ii) GPHL GFHL Mr. Pan (personally and through his wholly-owned companies) is beneficially interested in approximately 64.21% and 70.26% of each of the issued share capital of GPHL and GFHL respectively as at the date of this announcement. As such, the GPHL Group is an associate of a connected person of GFHL and the GFHL Group is also an associate of a connected person of GPHL. Accordingly, GPHL and its associates are connected persons of GFHL, and GFHL and its associates are connected persons of GPHL under the Listing Rules. Subject matter The members of the GFHL Group and members of the GPHL Group will enter into further agreements to sell/purchase the Wine Products in accordance with the terms of the Framework Agreement. The detailed terms (including, among others, the Wine Products quality, quantity, price, delivery terms and payment terms) for sales and purchases of the Wine Products shall be agreed between the GFHL Group and the GPHL Group based on normal commercial terms and shall be determined between the parties on an arm s length basis and according to the prevailing fair and usual market practice. Term The term of the Framework Agreement commences from 18 May 2012 and ends on 31 March Pricing basis The prices of the Wine Products shall be determined after arm s length negotiations between members of the GPHL Group and members of the GFHL Group with reference to the prevailing market prices of the Wine Products or, where no such prevailing market prices are available, the prevailing market prices of other wine products of similar quality to the Wine Products. 2

3 ANNUAL CAPS Proposed Annual Caps of GPHL Set out below are the proposed Annual Caps of GPHL for the period from 18 May 2012 to 31 March 2013 and each of the two s 31 March 2015: (HK$ million) period from 18 May 2012 to 31 March 2013 (Note) 31 March March 2015 Annual Caps R14.58(4) R14A.56(4) Proposed Annual Caps of GFHL Set out below are the proposed Annual Caps of GFHL for the period from 18 May 2012 to 30 June 2012, each of the two s 30 June 2014 and the nine months 31 March 2015: period from 18 May 2012 to 30 June June June 2014 nine months 31 March 2015 (HK$ million) (Note) (Note) Annual Caps R14.58(4) R14A.56(4) Note: the proposed Annual Caps of GPHL for the period from 18 May 2012 to 31 March 2013 and the proposed Annual Caps of GFHL for the period from 18 May 2012 to 30 June 2012 and for the nine months 31 March 2015 were calculated on pro rata basis. The proposed Annual Caps of GPHL and GFHL above have been determined with reference to (i) the anticipated business growth of the GPHL Group which results in the anticipated demand for the Wine Products; and (ii) the current market prices of the Wine Products intended to be purchased by the GPHL Group. R14.58(5) 3

4 REASONS FOR AND BENEFITS OF THE TRANSACTIONS UNDER THE FRAMEWORK AGREEMENT The GPHL Group is principally engaged in the property development and investment, operation of hotel and polo club. The Wine Products to be supplied to the members of the GPHL Group will be mainly consumed in the hotel and polo club operation and property development and investment related promotional events of the GPHL Group. The GPHL Group is satisfied with the quality and reputation of the GFHL Group s fine and rare wines. The GP Directors consider that trustworthy source of the Wine Products from worldwide is important for its business operation. Therefore, the GPHL Group can leverage on the relevant experience, networks and expertise of the GFHL Group in its wine business so as to secure the supply of impeccable provenance of the Wine Products, which in turn will attract more customers and increase the GPHL Group s return. Accordingly, the GP Directors (including the independent non-executive directors of the GP Board) are of the view that so far as the GP Shareholders are concerned, the Framework Agreement is entered into in the ordinary and usual course of GPHL s business, the terms are on normal commercial terms and arrived at after arm s length negotiations between the parties thereto, and the Annual Caps and the Framework Agreement are fair and reasonable and the transactions contemplated thereunder are in the interests of GPHL and the GP Shareholders as a whole. GFHL is an investment holding company and its subsidiaries are engaged in factoring business, financial investments and related activities, wine business and property development and investment. The GFHL Group has tapped into the wine business since It further strengthened its presence in the wine industry through the acquisition of a 40-acre vineyard located in Napa Valley, California, the United States of America, and the purchase of three business trademarks of SLOAN, SLOAN ESTATE and ASTERISK and the customer list in The GFHL Group has well established networks with various famous wine producers and reliable distributors and has an experienced wine specialist team in sourcing fine and rare wines worldwide. The GF Directors believe that the entering into the Framework Agreement and the transactions contemplated thereunder will further enhance the GFHL Group s reputation in the supply of fine and rare wines, and strengthen the GFHL Group s revenue stream and bring in returns to the GFHL Group. Accordingly, the GF Directors (including the independent non-executive directors of the GF Board) are of the view that so far as the GF Shareholders are concerned, the Framework Agreement is entered into in the ordinary and usual course of GFHL s business, the terms are on normal commercial terms and arrived at after arm s length negotiations between the parties thereto, and the Annual Caps and the Framework Agreement are fair and reasonable and the transactions contemplated thereunder are in the interests of GFHL and the GF Shareholders as a whole. R14.58(2) R14A.56(1) R14.58(8) R14.58(2) R14A.56(1) R14.58(8) 4

5 LISTING RULES IMPLICATIONS As Mr. Pan (personally and through his wholly-owned companies) is beneficially interested in approximately 64.21% and 70.26% of each of the issued share capital of GPHL and GFHL respectively as at the date of this announcement, the GPHL Group is an associate of a connected person of GFHL and the GFHL Group is also an associate of a connected person of GPHL. As such, GPHL and GFHL are connected persons of each other under the Listing Rules. Accordingly, the respective sales and purchases of the Wine Products by the GFHL Group and the GPHL Group constitute continuing connected transactions for GFHL and GPHL respectively under the Listing Rules. R14A.56(2) Since certain applicable percentage ratios as defined under Rule 14A.10 of the Listing Rules in respect of the Annual Caps of each of GPHL and GFHL are more than 0.1% but less than 5%, the Framework Agreement and the transactions contemplated thereunder and the Annual Caps are only subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders approval requirement for each of GPHL and GFHL under Rule 14A.34 of the Listing Rules. Mr. Pan, Professor Huang Xiaojian, Mr. Lee Chi Chung, Harvey and Mr. Wong Hau Yan, Helvin, all being common directors of both GPHL and GFHL, have abstained from voting on the relevant resolutions passed by the GP Board and the GF Board in respect of the Framework Agreement and the transactions contemplated thereunder and the Annual Caps. Save as disclosed above, none of the GP Directors and GF Directors has a material interest in these transactions. R14A.56(9) DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein: Annual Caps associate(s) connected person(s) Framework Agreement GF Board the maximum aggregated annual amount in respect of the sales and purchases of the Wine Products by the GFHL Group and the GPHL Group respectively for the term commencing from 18 May 2012 and on 31 March 2015 under the Framework Agreement has the meaning ascribed to it under the Listing Rules has the meaning ascribed to it under the Listing Rules the framework agreement dated 18 May 2012 entered into between GPHL and GFHL in relation to the sales and purchases of the Wine Products by the GFHL Group and the GPHL Group respectively the board of directors of GFHL 5

6 GF Director(s) GFHL GFHL Group GF Shareholder(s) GF Share(s) GP Board GP Director(s) GPHL GPHL Group GP Shareholder(s) GP Share(s) Hong Kong Listing Rules Mr. Pan Stock Exchange subsidiary(ies) director(s) of GFHL Goldin Financial Holdings Limited, a company incorporated in Bermuda with limited liability, the issued GF Shares of which are listed on the main board of the Stock Exchange GFHL and its subsidiaries the holder(s) of GF Share(s) ordinary share(s) of HK$0.1 each in the issued share capital of GFHL the board of GP Directors director(s) of GPHL Goldin Properties Holdings Limited, a company incorporated in Hong Kong with limited liability, the issued GP Shares of which are listed on the main board of the Stock Exchange GPHL and its subsidiaries the holder(s) of GP Share(s) the ordinary share(s) of HK$0.05 each in the share capital of GPHL Hong Kong Special Administrative Region of the People s Republic of China the Rules Governing the Listing of Securities on the Stock Exchange Mr. Pan Sutong, a controlling shareholder, the chairman, chief executive officer and executive director of GPHL and a substantial shareholder, the chairman and non-executive director of GFHL The Stock Exchange of Hong Kong Limited has the same meaning ascribed to it in the Listing Rules 6

7 Wine Products HK$ all bottles of wines, alcoholic liquors, spirits and/ or other liquors fit and intended for consumption as beverage to be transacted between the GFHL Group and the GPHL Group under the Framework Agreement Hong Kong dollars, the lawful currency of Hong Kong % per cent. By order of the Board of Goldin Properties Holdings Limited Pan Sutong Chairman By order of the Board of Goldin Financial Holdings Limited Pan Sutong Chairman Hong Kong, 18 May 2012 As at the date of this announcement, the GP Board comprises seven executive directors, being Mr. Pan Sutong (Chairman and Chief Executive Officer), Professor Huang Xiaojian, Mr. Zhou Xiaojun, Mr. Ting Kwang Yuan, Edmond, Mr. Li Huamao, Mr. Wong Hau Yan, Helvin and Mr. Lee Chi Chung, Harvey and three independent non-executive directors, being Mr. Lai Chi Kin, Dr. Ng Lai Man, Carmen and Dr. Cheng Kwan Wai. As at the date of this announcement, Mr. Pan Sutong is the Chairman of the GF Board and non-executive director of GFHL; Mr. Wong Hau Yan, Helvin, Mr. Zhou Dengchao, Ms. Hou Qin and Mr. Lee Chi Chung, Harvey are the executive directors of GFHL; Professor Huang Xiaojian is a non-executive director of GFHL; and Mr. Tso Hon Sai, Bosco, Mr. Tang Yiu Wing and Ms. Hui Wai Man, Shirley are the independent non-executive directors of GFHL. R2.14 R2.14 7