Date of announcement  2017/04/24 
Time of announcement  20:45:29

Date of events   2017/04/24  
To which item it meets paragraph 11 
Statement  
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off, acquisition, or receiving assignment of shares):merger
2.Date of occurrence of the event:2017/04/24
3.Names of companies participating in the merger (e.g.name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):
KGI Asia Limited (”KGIA”), KGI Securities (Hong Kong) Limited (”KSHKL”), KGI Wealth Management Limited (”KGIWM”), and Grand Cathay Securities (Hong Kong) Limited (”GCS”)
4.Counterparty (e.g.name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):KGIA, KSHKL, KGIWM and GCS
5.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:
KGIA, KSHKL,KGIWM and GCS are all 100% owned by CDF and KGI Securities Co.
The merger will not affect shareholders' equity.
6.Purpose/objective of the merger/acquisitionation:To integrate internal resources for enhancing capital efficiency.
7.Anticipated benefits of the merger/acquisition:To enhance capital efficiency.
8.Effect of the merger or consolidation on net worth per share and earnings per share:
The merger aims to enhance capital efficiency, which will have a positive effect on net worth per share and earnings per share.
9.Share exchange ratio and basis of its calculation:N/A (Shares of KSHKL, KGIWM and GCS will be cancelled without any payment or other consideration, which is in accordance with ”Amalgamation of Companies within Group”, as regulated by the Companies Ordinance of Hong Kong.)
10.Scheduled timetable for consummation:The merger is subject to the approval of the relevant authorities, and the record date of the merger will be determined after the approval.
11.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:According to the Companies Ordinance of Hong Kong, the surviving amalgamated entity, KGIA, will generally assume all rights and obligations after the completion of the merger.
12.Basic information of companies participating in the merger:All of KGIA, KSHKL, KGIWM and GCS operate their businesses with a main focus on the securities dealing.
13.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumesof the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcementof a spin-off):N/A
14.Conditions and restrictions on future transfers of shares resulting from the merger or acquisition:N/A
15.Other important stipulations:None
16.Do the directors have any objection to the present transaction?:No