CHONG SING HOLDINGS FINTECH GROUP 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. CHONG SING HOLDINGS FINTECH GROUP LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8207) DISCLOSEABLE TRANSACTION DISPOSAL OF EQUITY INTEREST IN SINGAPORE LIFE The Board is pleased to announce that on 6 December 2018 (after trading hours), the Seller, a wholly-owned subsidiary of the Company, entered into the Agreement with the Purchaser for the sale of the Sale Shares to the Purchaser at a consideration of approximately US$52.76 million. As the highest of the applicable percentage ratios in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company and is subject to the notification and publication requirements of Chapter 19 of the GEM Listing Rules. THE PRINCIPAL TERMS OF THE AGREEMENT Date: 6 December 2018 Parties: (i) the Seller, which is an investment holding company; and (ii) the Purchaser, which is a 29.4%-shareholder of Singapore Life and is an investment holding company. 1

2 As at the date of this announcement, to the best of the Directors knowledge, information and belief, and having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner are third parties independent of the Company and its connected persons. Assets to be disposed of The Sale Shares represents approximately 33.8% of the issued share capital of Singapore Life. As at the date of this announcement, Singapore Life is accounted for as an associate of the Group. Singapore Life is a licensed life insurance company in Singapore. Singapore Life recorded an unaudited profit of approximately US$4.6 million (approximately HK$35.88 million) and approximately US$4.6 million (approximately HK$35.88 million) before and after taxation for the period ended 30 September 2018, respectively. Singapore Life recorded an audited loss of approximately US$5.0 million (approximately HK$39 million) and approximately US$5.0 million (approximately HK$39 million) before and after taxation for the year ended 31 December 2017, respectively. Singapore Life recorded an audited net loss of approximately US$2.4 million (approximately HK$18.72 million) before and after taxation for the year ended 31 December 2016, respectively. Singapore Life had an audited net asset value of approximately US$44 million (approximately HK$343.2 million) and an unaudited net asset value of approximately US$46 million (approximately HK$358.8 million) as at 31 December 2017 and 30 September 2018, respectively. Consideration and Completion The Consideration for the Disposal is approximately US$52.76 million (approximately HK$ million). The Consideration shall be settled in full upon Completion. Completion shall take place on the date of signing of the Agreement. The Consideration was determined after arm s length negotiations between the parties taking into account financial position and business prospect of Singapore Life. After Completion, the Group will cease to have any interest in Singapore Life. REASONS FOR AND BENEFITS OF THE DISPOSAL The Group is of the view that the Disposal represents a strategic opportunity to optimise the Group s business portfolio while realising substantial value from the transaction. The Group intends to apply the proceeds from the Disposal for general working capital purposes. The Directors are of the view that the terms of the Agreement are fair and reasonable and in the interests of the Shareholders as a whole. The Disposal is expected to accrue to the Company a gain of approximately US$37,000,000, which is estimated on the basis of the difference between the Consideration and the net asset value of 33.8% equity interest of Singapore Life and then minus the transaction costs and the related tax attributable to the Disposal. 2

3 INFORMATION OF THE GROUP The Group is a leading integrated FinTech group with a focus on providing 24 x 7 online financial services to small and medium enterprises, merchants and individuals in China and Asia through internet and mobile solutions. The suite of FinTech services offered by the Group includes third party payment service, online investment and technologyenabled lending service. LISTING RULES IMPLICATION As the highest of the applicable percentage ratios in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company and is subject to the notification and publication requirements of Chapter 19 of the GEM Listing Rules. DEFINITIONS Unless the context otherwise required, terms used in this announcement shall have the following meanings: Agreement associate, connected person(s), and percentage ratio(s) Board Company Completion Consideration Director(s) Disposal the sale and purchase agreement dated 6 December 2018 between the Seller and the Purchaser for the Disposal have the meanings ascribed to them under the GEM Listing Rules the board of Directors Chong Sing Holdings FinTech Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, which is listed on GEM completion of the Disposal the consideration to be paid by the Purchaser to the Seller for the purchase of the Sale Shares the director(s) of the Company the disposal of the Sale Shares 3

4 GEM GEM Listing Rules Group HK$ Hong Kong Purchaser Sale Shares Seller Shareholder(s) Singapore Life Stock Exchange US$ GEM operated by of the Stock Exchange the Rules Governing the Listing of Securities on GEM the Company and its subsidiaries Hong Kong dollar, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the People s Republic of China IPGL Limited, a company incorporated in the United Kingdom with limited liability 21,300,000 ordinary shares in Singapore Life Impact Capital Holdings Limited, a wholly owned subsidiary of the Company and a company incorporated in the British Virgin Islands with limited liability shareholder(s) of the Company Singapore Life Pte. Ltd., a company incorporated in Singapore with limited liability The Stock Exchange of Hong Kong Limited United States dollars, the lawful currency of the United States of America For the purpose of this announcement, amounts denominated in US$ has been translated into HK$ at an exchange rate of US$1:HK$7.8. No representation is made that any amounts in US$ and HK$ can be or could have been converted at the above rate. Hong Kong, 6 December 2018 By order of the Board Chong Sing Holdings FinTech Group Limited Li Mingshan Chairman 4

5 As at the date of this announcement, the Directors are as follows: Executive Directors: Mr. Phang Yew Kiat (Vice-Chairman and Chief Executive Officer) Mr. Chng Swee Ho Mr. Sheng Jia Mr. Yang Jianhui Non-executive Directors: Mr. Li Mingshan (Chairman) Mr. Li Gang Mr. Zhang Zhenxin Ms. Zhou Youmeng Independent Non-executive Directors: Mr. Ge Ming Dr. Ou Minggang Dr. Wang Songqi Dr. Yin Zhongli 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 remain on the Latest Company Announcements page of the GEM website ( for at least 7 days from the date of its publication. This announcement will also be published on the website of the Company at ( 5