A Plus : DISCLOSEABLE TRANSACTIONS IN RELATION TO TENANCY AGREEMENTS

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1841)

DISCLOSEABLE TRANSACTIONS

IN RELATION TO TENANCY AGREEMENTS

On 7 August 2020, the Group as tenants entered into the Tenancy Agreements with Kam Wah and Joinice as landlords in relation to the leasing of the Premises.

In accordance with HKFRS 16 "Leases", the Group will recognize the value of the right-of- use assets on its consolidated statement of financial position in connection with the leasing of the Premises under the Tenancy Agreements. Accordingly, the lease transactions under the Tenancy Agreements will be regarded as acquisitions of assets by the Group for the purpose of the Listing Rules.

Since each of Kam Wah and Joinice is controlled by the same group of shareholders, the Tenancy Agreements are aggregated for the purpose of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the aggregated value of the right-of-use assets of the Premises under the Tenancy Agreements exceed 5% but are less than 25%, the transactions contemplated thereunder constitute discloseable transactions of the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

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The Board announces that on 7 August 2020, the Group as tenants entered into the Tenancy Agreements with Kam Wah and Joinice as landlords in relation to the leasing of the Premises.

FIRST TENANCY AGREEMENT DATED 7 AUGUST 2020

Landlord:	Kam Wah
Tenant:	Brilliant Brave
First Premises:	2/F, Mandarin Building, Nos. 35-45B Bonham Strand,
	Sheung Wan, Hong Kong
Usage:	for office use
Term:	3 years from 1 August 2020 to 31 July 2023 (both days
	inclusive)
Rent:	The rent shall be HK$215,750.20 per month (exclusive of
	rates, management fees and air-conditioning charges and
	other outgoings) and paid monthly in advance on the first
	day of each calendar month
	Under the First Tenancy Agreement, the Company
	shall enjoy a rent free period from 1 August 2020 to 15
	September 2020
Total consideration payable:	HK$7,443,382 (exclusive of rates, management fees and
	air-conditioning charges and other outgoings) which will
	be satisfied by internal resources of the Group

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SECOND TENANCY AGREEMENT DATED 7 AUGUST 2020

Landlord:	Joinice
Tenant:	Merit Leader
Second Premises:	3/F, OfficePlus @Sheung Wan, Nos. 93-103 Wing Lok
	Street, Sheung Wan, Hong Kong
Usage:	for office use
Term:	3 years from 17 August 2020 to 16 August 2023 (both
	days inclusive)
Rent:	The rent shall be (i) HK$163,035.40 per month (exclusive
	of rates, management fees and air-conditioning charges
	and other outgoings) for the period from 17 August
	2020 to 16 August 2021; (ii) HK$165,056.50 per month
	(exclusive of rates, management fees and air-conditioning
	charges and other outgoings) for the period from 17
	August 2021 to 16 August 2022; and (iii) HK$178,530.50
	per month (exclusive of rates, management fees and air-
	conditioning charges and other outgoings) for the period
	from 17 August 2022 to 16 August 2023. The rent shall be
	paid monthly in advance on the first day of each calendar
	month
	Under the Second Tenancy Agreement, the Company
	shall enjoy a rent free period from 17 August 2020 to 16
	October 2020
Total consideration payable:	HK$5,753,398 (exclusive of rates, management fees and
	air-conditioning charges and other outgoings) which will
	be satisfied by internal resources of the Group

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INFORMATION OF THE GROUP

The Company is an investment holding company and its subsidiaries are principally engaged in the provision of financial printing services. Brilliant Brave and Merit Leader are indirect wholly-owned subsidiaries of the Company and are principally engaged in the provision of business management services for the Group.

INFORMATION OF LANDLORDS

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, both Kam Wah and Joinice are property investment companies incorporated in Hong Kong with limited liability. Based on publicly available information:

1. Kam Wah is owned as to approximately (i) 3.2% by Fong Siu Mei, May; (ii) 11.7% by Y.W. Fong Continuation Limited; (iii) 5.9% by Fong's Family (Holdings) Company Limited; (iv) 3.8% by Ever Glory Enterprises Limited; (v) 2.1% by Fong On Wah; (vi) 12.5% by Fong Hon Wah Continuation Limited; (vii) 20.8% by Catana (Holdings) Inc.;
2. 1. 2.5% by Good Fortune Holdings (BVI) Inc.; (ix) 2.5% by Shing Tai Investments Limited; (x) 12.5% by Fu Lai Property & Inv Ltd; (xi) 12.7% by VTA International Ltd;
   1. 1.8% by Gold Power Investments Limited; (xiii) 4.0% by Fong Shu Fook Tong Foundation; and (xiv) 4.0% by Fong's Family Foundation.
3. Joinice is owned as to approximately (i) 25.0% by Kam Wah; (ii) 0.1% by Ng Fong Siu Mei and Ever Glory Enterprises Limited; (iii) 24.9% by Y.W. Fong Continuation Limited; (iv) 25.0% by Fong's Family (Holdings) Company Limited; and (v) 25.0% by Handsome Construction & Investment Company Ltd..
4. Fong Siu Mei, May (or otherwise known as Ng Fong Siu Mei) is a Hong Kong citizen and Fong On Wah is an individual residing in the United Kingdom.
5. Each of Y.W. Fong Continuation Limited, Fong's Family (Holdings) Company Limited, Fong Hon Wah Continuation Limited, Ever Glory Enterprises Limited, Gold Power Investments Limited, Fong Shu Fook Tong Foundation, Fong's Family Foundation, Handsome Construction & Investment Company Ltd. is a private company incorporated in Hong Kong.

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1. Each of Catana (Holdings) Inc., Good Fortune Holdings (BVI) Inc., Shing Tai Investments Limited, Fu Lai Property & Inv Ltd and VTA International Ltd is a company incorporated in the British Virgin Islands.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, each of Kam Wah and Joinice and their ultimate beneficial owners is an independent third party not connected with the Company or connected persons (as defined under the Listing Rules) of the Company.

REASONS AND BENEFITS FOR THE TENANCY AGREEMENTS

The terms of the Tenancy Agreements are arrived at after arm's length negotiations and the rental was determined with reference to the prevailing market rental of similar premises in the nearby locations. The Group is currently leasing the First Premises for operation and the current tenancy agreement of the First Premises expired in July 2020. The Directors consider it is in the interest of the Company to renew the tenancy by entering into the First Tenancy Agreement to continue its operation at the First Premises. The Group is also currently leasing another premises in the same building of the Second Premises for operation and the current tenancy agreement of such premises will expire in August 2020. The Directors consider the entering into of the Second Tenancy Agreement is in the interest of the Company as the Second Premises provide additional office space for the Group's operation. The Directors considered that the terms of the Tenancy Agreements are fair and reasonable and the transactions are on normal commercial terms, in the ordinary and usual course of business of the Company and in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

The aggregate value of the right-of-use assets to be recognised by the Group under the Tenancy Agreements was estimated to be approximately HK$12,643,000, being the present value of the aggregate lease payments using the rate applicable at the commencement date of the Tenancy Agreements in accordance with HKFRS 16. The discount rate of approximately 4.5% per annum is applied to compute the present value of aggregate lease payments under the Tenancy Agreements. The above figure is unaudited and may be subject to adjustment in the future.

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In accordance with HKFRS 16 "Leases" as adopted by the Group, the Group will recognize the value of the right-of-use assets on its consolidated statement of financial position in connection with the leasing of the Premises under the Tenancy Agreements. Accordingly, the lease transactions under the Tenancy Agreements will be regarded as acquisitions of assets by the Group under the definition of transaction set out in Rule 14.04(1)(a) of the Listing Rules.

Since each of Kam Wah and Joinice is controlled by the same group of shareholders, the Tenancy Agreements are aggregated for the purpose of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the aggregated value of the right-of-use assets of the Premises under the Tenancy Agreements exceed 5% but are less than 25%, the transactions contemplated thereunder constitute discloseable transactions of the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meaning set out below unless the context requires otherwise:

"Board"

"Brilliant Brave"

the board of Directors

Brilliant Brave Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company

"Company"	A.Plus Group Holdings Limited, a company incorporated in
	Cayman Islands with limited liability, the shares of which
	are listed on the Main Board of the Stock Exchange

"Director(s)"

"First Premises"

"First Tenancy Agreement"

the director(s) of the Company

2/F, Mandarin Building, Nos. 35-45B Bonham Strand, Sheung Wan, Hong Kong

the tenancy agreement dated 7 August 2020 entered into between Brilliant Brave as tenant and Kam Wah as landlord in relation to the renewal of the tenancy of the First Premises

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"Group" "HK$" "Hong Kong"

"HKFRS"

"Joinice"

"Kam Wah"

"Listing Rules"

"Merit Leader"

"Premises"

"Second Premises"

"Second Tenancy

Agreement"

"Shareholders"

"Stock Exchange"

the Company and its subsidiaries from time to time

Hong Kong dollars, the lawful currency of Hong Kong

Hong Kong Special Administrative Region of the People's Republic of China

Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants

Joinice Company Limited, a company incorporated in Hong Kong with limited liability, being an independent third party

Kam Wah Investment Company Limited, a company incorporated in Hong Kong with limited liability, being an independent third party

the Rules Governing the Listing of Securities on the Stock Exchange

Merit Leader Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company

collectively, the First Premises and the Second Premises

3/F, OfficePlus @Sheung Wan, Nos. 93-103 Wing Lok Street, Sheung Wan, Hong Kong

the tenancy agreement dated 7 August 2020 entered into between Merit Leader as tenant and Joinice as landlord in relation to the tenancy of the Second Premises

holder(s) of the ordinary shares of the Company

The Stock Exchange of Hong Kong Limited

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"Tenancy Agreements"

"%"

Hong Kong, 7 August 2020

collectively, the First Tenancy Agreement and the Second Tenancy Agreement

per cent

By order of the Board

A.Plus Group Holdings Limited

Lam Kim Wan

Chairman and Executive Director

As at the date of this announcement, the executive Directors are Mr. Lam Kim Wan and Mr. Fong Wing Kong, and the independent non-executive Directors are Mr. Yue Ming Wai Bonaventure, Ms. Sze Tak On and Mr. Leung Siu Hong.

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