Major transaction in relation to the tenancy agreement

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Come Sure Group (Holdings) Limited (the "Company"), you should at once hand this circular to the purchaser or the transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

COME SURE GROUP (HOLDINGS) LIMITED

錦 勝 集 團（ 控 股 ）有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00794)

MAJOR TRANSACTION

IN RELATION TO

THE TENANCY AGREEMENT

• for identification purpose only

23 September 2020

CONTENTS

i

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

• for identification purpose only

1

• for identification purpose only

2

LETTER FROM THE BOARD

COME SURE GROUP (HOLDINGS) LIMITED

錦 勝 集 團（ 控 股 ）有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00794)

MAJOR TRANSACTION

IN RELATION TO

THE TENANCY AGREEMENT

INTRODUCTION

Reference is made to (i) the Announcement in which the Board announces that on 10 August 2020, the Tenant and the Landlord entered into the Tenancy Agreement for a term of 20 years commencing from 1 September 2020 or a later date as agreed by both parties in writing; and (ii) the announcement dated 24 June 2020 in relation to the Previous Acquisition.

• for identification purpose only

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LETTER FROM THE BOARD

In accordance with HKFRS 16 "Leases", the Company recognises the value of the right-of-use assets on its consolidated statement of financial position in connection with the lease of the Premises under the Tenancy Agreement with effect from the beginning of its accounting period on 1 April 2019. Accordingly, the lease transaction under the Tenancy Agreement is regarded as an acquisition of assets by the Tenant (i.e. lessee) for the purpose of the Listing Rules.

As the Previous Acquisition Agreement and the Tenancy Agreement are entered into by the Group with the same party and expected to complete within a 12-month period of each other, the Previous Acquisition and the transaction contemplated under the Tenancy Agreement will be aggregated as a series of transactions pursuant to Rule 14.22 of the Listing Rules.

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the value of the right-of-use of the Premises under the Tenancy Agreement, when aggregated with the Previous Acquisition, exceed 25% but are less than 100%, the transaction contemplated under the Tenancy Agreement constitutes a major transaction and is subject to the reporting, announcement and Shareholders' approval requirement under Chapter 14 of the Listing Rules.

The Company has obtained written approval in accordance with Rule 14.44 of the Listing Rules from Perfect Group, the controlling shareholder of the Company, which has beneficially interested in an aggregate of 233,000,000 Shares, representing approximately 67.76% of the entire issued capital of the Company as at the date of this circular. On the basis that (i) no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the transaction contemplated under the Tenancy Agreement; and (ii) the written approval of Perfect Group for the transaction contemplated under the Tenancy Agreement has been obtained, no extraordinary general meeting will be convened for the purpose of approving the transaction contemplated under the Tenancy Agreement as permitted under Rule 14.44 of the Listing Rules.

The purpose of this circular is to provide you with further information regarding the transaction contemplated under the Tenancy Agreement.

THE TENANCY AGREEMENT

• for identification purpose only

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LETTER FROM THE BOARD

The value (unaudited) of the right-of-use asset recognised by the Company under the Tenancy Agreement amounted to approximately RMB105,585,000 (equivalent to approximately HK$117,558,000) which is the present value of total consideration payable throughout the lease term under the Tenancy Agreement and adjustment to fair value at initial recognition of refundable rental deposits in accordance with HKFRS 16. Incremental borrowing rate ("IBR") of 10.257% of the lease liability was determined using the build-up method based on the following formula:

IBR = Reference Rate + Spread Adjustment + Illiquidity Risk Premium

Below is the basis of the IBR of the lease liability adopted:

Notes:

1. The reference rate was determined with reference to the China Sovereign Curve as extracted from Bloomberg using a matching maturity term of 10.469 years, which is the weighted average lease term that was calculated based on cash flows over the lease term of 20 years in accordance with the Tenancy Agreement. The weighted average lease term is the average maturity of the lease weighted with lease cash flows. It is a market standard approach according to "A guide to the incremental borrowing rate" issued by Deloitte AG. (Source: https://www2.deloitte.com/ch/en/ pages/audit/articles/guide-to-the-incremental-borrowing-rate.html)
2. The spread adjustment is a combination of the financing spread adjustment and lease specific adjustment, representing the adjustments for the credit risk of the Tenant and the presence of the property under the lease liability respectively. It was concluded that the applicable credit rating should be "B" based on the financial information of the Tenant and the nature of the lease liability. The combined spread adjustment was calculated based on the yields of Standard and Poor's "B" rated senior unsecured fixed rate bonds in the United States as extracted from Bloomberg with matching maturity term of 10.469 years mentioned in note a.
3. Because the Landlord does not have the intention to apply for the listing of the lease liability, an active market does not exist. Therefore, illiquidity risk premium of the lease liability was considered. It was determined with reference to "Bond Liquidity Estimation and the Liquidity Effect in Yield Spreads", written by Long Chen, David A. Lesmond and Jason Wei (Source: www.researchgate.net/publication/228614159_Bond_liquidity_estimation_and_ the_liquidity_effect_in_yield_spreads).

The IBR of 10.257% (shown above) was different from the IBR of 9.872%, which was adopted in the computation of the lease liability in relation to the tenancy agreement entered between Dongguan Manshengjia Shiye Investment Company Limited* (東莞巿滿盛佳實業投資有限公司) and Wah Ming Colour Printing (Shenzhen) Company Limited* (華銘彩印(深圳)有限公司) on 23 July 2020, was mainly due to the variation on lease terms of the tenancy agreements. The Tenancy Agreement entered on 10 August 2020 between the Landlord and the Tenant with a lease term of 20 years, while the aforesaid tenancy agreement are entered with a lease term of 10 years.

*  For identification purpose only

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LETTER FROM THE BOARD

PREVIOUS ACQUISITION

The principal terms of the Previous Acquisition Agreement are summarised as follows:

As at the Latest Practicable Date, the above installments (i) and

1. was paid by the purchaser and the Equipment had been delivered to the purchaser on 1 September 2020. The expected completion date will be on 15 October 2020 which will be the payment date of installment (iv).

• for identification purpose only

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REASONS FOR AND BENEFITS OF THE PREVIOUS ACQUISITION

The Equipment to be acquired under Previous Acquisition Agreement are currently located in the Premises and mainly for the purpose of ensuring smooth operation and enhancing the production capacity. As certain assets and machineries currently utilised in the Group's business operations have been used for over 20 years, the Director consider that the Equipment (which are newer and with more updated versions) would be beneficial to the Group in the long-term by assuring smooth production and improving the overall operating efficiency. The consideration of the Previous Acquisition was determined after arm's length negotiations between the parties to the Previous Acquisition Agreement, having taken into account the valuation of the Equipment in the amount of RMB24,804,820 as at 8 June 2020 as assessed by an independent valuer appointed by the Company by using the replacement cost method to evaluate the Equipment with referencing to the prevailing market value of similar type of assets and machinery minus their depreciation costs.

Having considered above, the Directors are of the view that the terms of the Previous Acquisition Agreement are fair and reasonable and on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

INFORMATION OF THE TENANT, THE COMPANY AND THE GROUP

The Tenant is an indirect wholly-owned subsidiary of the Company and its principal activities include the trading and manufacturing of corrugated paperboards and paper-based packaging products in the PRC.

The principal activity of the Company is investment holding. The Group is principally engaged in the manufacturing and sale of corrugated paperboards and paper-based packaging products to customers which are manufacturers with production base in the PRC for approximately 20 years.

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LETTER FROM THE BOARD

INFORMATION OF THE LANDLORD

Dongguan City Ruixing Paper Products Company Limited* (東莞市瑞興紙製品有限公司) is the Landlord of the Premises. The Landlord is principally engaged in the sale and production of paper products, printed packaging products and other printed products in the PRC.

Based on the information provided by the Landlord, the Landlord is owned as to 50% by Ye Yuanxin (葉遠新) and as to 50% by Chen Ruiling (陳瑞玲).

To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the Landlord and its ultimate beneficial owners are Independent Third Parties.

REASONS OF AND BENEFITS FOR THE TENANCY AGREEMENT

The Tenant is principally engaged in the trading and manufacturing of corrugated paperboards and paper-based packaging products in the PRC.

Due to the change in laws and regulations in the PRC which require manufacturers to improve their production facilities for meeting environmental protection requirements, there has been a decline of the number of smaller manufacturers in the corrugated paperboards and paper-based packaging products market. As such, the Group plans to seize this opportunity to increase its market share. As the Tenant is approaching its maximum utilization rate of its production facilities, the Tenant has an imminent need for expansion of its production facilities besides utilising its existing production facilities. The Directors consider the Premises is able to meet the relevant environmental protection requirements and that the location and size of the Premises are suitable for the operations of the production facilities.

As such, after taking into account of the administrative and renovation costs, the Tenant entered into the Tenancy Agreement with the Landlord for the proposed lease of the Premises. The Tenant intends to use the Premises as staff quarters and the production plant of the corrugated paperboards and paper-based packaging products.

In light of the reasons stated above, the Directors are of the view that the terms of the Tenancy Agreement and the transactions contemplated thereunder are on normal commercial terms after arm's length negotiations, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECT OF THE TENANCY AGREEMENT AND PREVIOUS ACQUISITION AGREEMENT

It is expected that upon the completion of the transaction contemplated under the Tenancy Agreement, there will be an increase in total assets of approximately HK$114,505,000, comprising an increase in right-of-use assets of approximately HK$117,558,000, increase in deposits of approximately HK$287,000 and netted-off by a decrease in bank balances and cash of approximately HK$3,340,000. There will an increase in total liabilities in respect of lease liabilities of approximately HK$114,505,000, netted-off by rental in advance included in down payment of approximately HK$1,334,000. The Group expects the transaction contemplated under the Tenancy Agreement will increase the annual depreciation charges of right-of-use assets by approximately HK$5,878,000 and finance costs in relation to the lease liability by approximately HK$10,259,000 in the first year of Tenancy Agreement.

It is expected that upon the completion of the transaction contemplated under the Previous Acquisition Agreement in relation to the Previous Acquisition, there will be an increase in property, plant and equipment of approximately HK$23,849,000 and decrease of bank and cash balances of approximately HK$23,849,000. The Group expects the transaction contemplated under the Previous Acquisition Agreement will increase the annual depreciation charges of property, plant and equipment by approximately HK$1,911,000 in every year.

• for identification purpose only

9

LETTER FROM THE BOARD

IMPLICATIONS UNDER THE LISTING RULES

In accordance with HKFRS 16 "Leases", with effect from the beginning of its accounting period on 1 April 2019, the Company recognises the value of the right-of-use assets on its consolidated statement of financial position in connection with the entering into the lease transaction by the Company as a lessee. Accordingly, the lease transaction under the Tenancy Agreement is regarded as an acquisition of assets by the Tenant (i.e. lessee) for the purpose of the Listing Rules.

As the Previous Acquisition Agreement and the Tenancy Agreement are entered into by the Group with the same party and expected to complete within a 12-month period of each other, the Previous Acquisition and the transaction contemplated under the Tenancy Agreement will be aggregated as a series of transactions pursuant to Rule 14.22 of the Listing Rules.

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the value of the right-of-use of the Premises under the Tenancy Agreement, when aggregated with the Previous Acquisition, exceed 25% but are less than 100%, the transaction contemplated under the Tenancy Agreement constitutes a major transaction and is subject to the reporting, announcement and Shareholders' approval requirement under Chapter 14 of the Listing Rules.

The Company has obtained written approval in accordance with Rule 14.44 of the Listing Rules from Perfect Group, the controlling shareholder of the Company, which has beneficially interested in an aggregate of 233,000,000 Shares, representing approximately 67.76% of the entire issued capital of the Company as at the date of this circular. On the basis that (i) no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the transaction contemplated under the Tenancy Agreement; and (ii) the written approval of Perfect Group for the transaction contemplated under the Tenancy Agreement has been obtained, no extraordinary general meeting will be convened for the purpose of approving the transaction contemplated under the Tenancy Agreement as permitted under Rule 14.44 of the Listing Rules.

RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the view that the transaction contemplated under the Tenancy Agreement is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

By Order of the Board

Come Sure Group (Holdings) Limited

CHONG Kam Chau

Chairman

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1. FINANCIAL INFORMATION OF THE GROUP FOR THE THREE FINANCIAL YEARS ENDED 31 MARCH 2020

The published audited consolidated financial statements of the Group for the years ended 31 March 2018, 2019 and 2020 together with the relevant notes thereto can be found at pages 52 to 140, 49 to 131, and 49 to 123 of the 2018, 2019 and 2020 annual report of the Company, respectively.

Each of the said audited consolidated financial statements of the Group for the years ended 31 March 2018, 2019 and 2020 is incorporated by reference into this circular and forms part of this circular. The said annual reports of the Company are available on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.comesure.com).

2. INDEBTEDNESS STATEMENT OF THE GROUP Bank and other borrowings

As at 31 July 2020, the Group had outstanding bank borrowings of approximately HK$268,512,000 comprising of short-term borrowings of approximately HK$251,281,000 and long-term borrowings of approximately HK$17,231,000. All borrowings are secured.

Short-term borrowings of the Group as at 31 July 2020 are secured by:

1. corporate guarantees given by certain subsidiaries and the Company;
2. personal guarantees given by a director of a subsidiary;
3. corporate guarantees given by a connected party of a subsidiary; and
4. bank deposits, investment properties and leasehold land and buildings of the Group situated in Hong Kong.

Long-term borrowings of the Group as at 31 July 2020 are secured by:

1. corporate guarantees given by certain subsidiaries and the Company; and
2. investment properties and leasehold land and buildings of the Group situated in Hong Kong.

Pledge deposits

As at 31 July 2020, bank deposits of the Group of approximately HK$31,361,000 were pledged to banks to secure short-term bank loans in the amount of approximately HK$15,218,000 and undrawn short-term banking facilities in the amount of approximately HK$376,947,000 granted to the Group.

Amounts due to a non-controlling shareholder

As at 31 July 2020, the Group had outstanding amounts due to a non-controlling shareholder of approximately HK$36,783,000, which are non-trade related, unsecured, interest-free and repayable on demand.

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Lease liabilities

As at 31 July 2020, the Group had outstanding lease liabilities (including both current and non-current portions) of approximately HK$87,371,000.

As at 31 July 2020, the weighted average incremental borrowing rate for lease liabilities of the Group was 3.8% per annum.

Contingent liabilities

As at 31 July 2020, the Inland Revenue Department of Hong Kong (the "IRD") issued estimated assessments and additional assessments for the year of assessment 2009/10 to 2013/14 to six subsidiaries of the Group amounting to HK$16,867,000. In the opinion of the Directors, there is no specific basis for adjusting the subsidiaries' tax position for the years of assessment 2009/10 to 2013/14 specified in the estimated assessment and additional assessment. The Directors are of the view that no tax provision for Hong Kong Profits Tax is required at this stage. The subsidiaries had raised objections to the IRD and will continue to monitor the progress and to defend the subsidiaries' tax position vigorously. Therefore, no tax provision was provided as at 31 July 2020 in this regard.

The Group had no other contingent liabilities as at 31 July 2020.

The directors of the Company have confirmed that, save as disclosed above, there has not been any material change in the indebtedness and contingent liabilities of the Group since 31 July 2020 and up to the Latest Practicable Date.

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Disclaimer

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of business, the Group did not have any bank borrowings, bank overdrafts and liabilities under acceptances or other similar indebtedness, debentures or other loan capital, mortgage, charges, finance leases or hire purchases commitments, guarantees or other material contingent liabilities outstanding at the close of business on 31 July 2020.

3. WORKING CAPITAL

The Directors are of the opinion that, taking into account the business prospects of the Group, the internal resources and the existing available credit facilities of the Group, upon the completion of the Previous Acquisition Agreement, the Tenancy Agreement and the tenancy agreement entered between Dongguan Manshengjia Shiye Investment Company Limited* (東莞巿滿盛佳實業投資有限公司) and Wah Ming Colour Printing (Shenzhen) Company Limited* (華銘彩印(深圳)有限公司), the Group has sufficient working capital for its present requirements, that is for at least the next twelve months from the date of this circular.

4. MATERIAL ACQUISITION SINCE LATEST PUBLISHED AUDITED ACCOUNTS

On 23 July 2020, Wah Ming Colour Printing (Shenzhen) Company Limited* (華銘彩印（深圳）有 限公司), a company established in the PRC with limited liability, which is indirectly wholly-owned by the Company, entered into a tenancy agreement with Dongguan Manshengjia Shiye Investment Company Limited* (東莞市滿盛佳實業投資有限公司), to lease premises for staff quarters and the production plant for a term of 10 years. For details, please refer to the announcement of the Company dated 23 July 2020.

Save as disclosed above, the Previous Acquisition under the Previous Acquisition Agreement and the lease transaction under the Tenancy Agreement, the Group does not have any material acquisition after the latest published audited accounts of the Company.

5. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change to the financial or trading position of the Group since 31 March 2020, being the date to which the latest published audited financial statements of the Company were made up.

6. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

In addition to the persisting Trade War tensions, the spreading of novel coronavirus pandemic across Europe, the United Stated of America and other countries is expected to threaten the prosperity globally, dragging down the volume of retail sales orders from overseas in general. With the Group's strong reputation built in the PRC's corrugated paperboard and paper-based packaging industry, the Group will carry on its forward-looking strategy of strengthening domestic business development and striving for extensive sales orders from customers engaging in business in China, in order to offset certain effects of weakened exporting sales and ensure its business sustainability in the years ahead.

• for identification purpose only

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Despite the unfavourable business environment, quarantine measures for novel coronavirus pandemic has been driving another surge in e-commerce traffic as consumers prefer safe and hygienic online shopping experience, boosting the demand for quality and eco-friendly packaging for e-commerce transportation and delivery services. The Group will continue to explore these growth and business opportunities, especially from the domestic market in the PRC. Meanwhile, the Group is planning to expand its production area by adding production lines in Huidong Plant in Guangdong Province, which is located in the rapidly developing Greater Bay Area. The Group aims to achieve sufficient capacity to capture the foreseeable customer demands from Greater Bay Area and surrounding areas, thereby reinforcing its market leadership in the paper packaging industry in the PRC.

In response to the adverse impact on the Group's profitability resulted from the external business environment and market conditions during the last financial year, the Group has always been aware of its approaches for effective internal management, including the cost control and corporate governance. Meanwhile, the Group will keep up the collaborative relationship with existing suppliers to purchase raw materials from overseas and continue its diversified sourcing strategy to assure stable and quality supply at reasonable cost. In face of the increasing uncertainties from the external environment in the coming years, the Group will continue to stay alert to the development of its existing investment properties and carry out its investment decisions cautiously, with a view to create sustainable and optimal returns to shareholders in long term.

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

BASIS OF PREPARATION OF THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The following is an illustrative unaudited pro forma consolidated statement of financial position (the "Unaudited Pro Forma Financial Information") of Come Sure Group (Holding) Limited (the "Company", and together with its subsidiaries, the "Group"), as enlarged by the effect of tenancy agreement (the "Tenancy Agreement"). The Group as enlarged by the Tenancy Agreement is hereafter collectively referred to as the "Enlarged Group". The Unaudited Pro Forma Financial Information has been prepared by the directors of the Company (the "Directors") in accordance with Rule 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and on the basis of the notes set forth below for the purpose of illustrating the effects of the Tenancy Agreement as if the Tenancy Agreement had been initiated at 31 March 2020.

The Unaudited Pro Forma Financial Information has been prepared using accounting policies consistent with those of the Group as set out in the annual report of the Group for the year ended 31 March 2020.

The Unaudited Pro Forma Financial Information has been prepared by the Directors for illustrative purpose only and, because of its hypothetical nature, it may not give a true picture of the financial position of the Enlarged Group had the Tenancy Agreement been initiated as at 31 March 2020 or at any future date.

The Unaudited Pro Forma Financial Information should be read in conjunction with other financial information included elsewhere in this circular.

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

1. The amounts have been extracted from the audited consolidated statement of financial position of the Group as at 31 March 2020, without adjustment, as set out in the annual report of the Company for the year ended 31 March 2020 published on the website of HKEX and the Company.
2. As at 24 June 2020, the Company entered into a sale and purchase agreement with the Landlord of the Tenancy Agreement, to purchase the Equipment at a total consideration of RMB21,880,000 (equivalent to approximately HK$23,849,200). Details referred to the announcement issued by the Company dated 24 June 2020.
3. The estimated measurement of the present value of the lease liabilities was based on the independent valuation report prepared by an independent professional qualified valuer, Roma Appraisals Limited. A sum of RMB3,000,000 (equivalent to approximately HK$3,340,000) shall be paid by the Company to the Landlord after entering into the Tenancy Agreement that RMB1,801,870 (equivalent to approximately HK$2,006,000) of which shall be regarded as deposit and the remaining sum of RMB1,198,130 (equivalent to approximately HK$1,334,000) shall be regarded as the rent of the first month and part of the second month paid by the Company to the Landlord which is deducted in lease liabilities upon payment. The value (unaudited) of the right-of-use asset recognised by the Company under the Tenancy Agreement amounted to approximately RMB105,585,000 (equivalent to approximately HK$117,558,000) which is the present value of total consideration payable of RMB104,041,000 (equivalent to approximately HK$115,839,000) throughout the lease term under the Tenancy Agreement and adjustment to fair value at initial recognition of refundable rental deposits of approximately RMB1,544,000 (equivalent to approximately HK$1,719,000) in accordance with HKFRS 16. Incremental borrowing rate of 10.257% is applied to compute the present value of total consideration payable under the Tenancy Agreement.
   For the purpose of the Unaudited Pro Forma Financial Information, the Company's management considers that there is no impairment indicator as at 31 March 2020 in respect of the right-of-use assets in accordance with Hong Kong Accounting Standard 36 "Impairment of Assets" ("HKAS 36"). The Directors confirmed that they will assess impairment of right-of-use assets in subsequent reporting periods in accordance with the requirements of HKAS 36 if there is any impairment indicator.
4. Save as the Previous Acquisition and the Tenancy Agreement, the unaudited pro forma consolidated statement of assets and liabilities in this Appendix does not take into account any trading results or other transactions of the Group subsequent to 31 March 2020.
5. The Group expects that the lease transaction under the Tenancy Agreement will increase the annual depreciation charges of right-of-use assets by approximately HK$5,878,000 and the finance costs in relation to the lease liabilities by approximately HK$10,259,000 in the first year of the Tenancy Agreement.

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The following is the text of a report, prepared for the sole purpose of inclusion in this circular, from the independent reporting accountant, HLM CPA Limited, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this circular.

23 September 2020

The Board of Directors

Come Sure Group (Holdings) Limited Unit 8-10, 8/F, Cornell Centre,

50 Wing Tai Road, Chai Wan, Hong Kong

Dear Sirs,

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Come Sure Group (Holdings) Limited (the "Company") and its subsidiaries (collectively referred to as the "Group") by the directors of the Company (the "Directors") for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma consolidated statement of assets and liabilities of the Group as at 31 March 2020. The applicable criteria on the basis of which the Directors have compiled the unaudited pro forma financial information are described in Appendix II of the circular issued by the Company dated 23 September 2020.

The unaudited pro forma financial information has been compiled by the Directors to illustrate the impact of the tenancy agreement signed by Come Sure Group (Holdings) Limited (the "Tenancy Agreement") on the Group's financial position as at 31 March 2020 as if the transaction had taken place at 31 March 2020. As part of this process, information about the Group's financial position has been extracted by the Directors from the Group's consolidated financial statements as included in the annual report for the year ended 31 March 2020, which was published on 30 July 2020.

Directors' Responsibilities for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the unaudited pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline 7 "Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars" (the "AG 7") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA").

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the "Code of Ethics for Professional Accountants" issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Control 1 "Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements" issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant's Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 "Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Circular" issued by the HKICPA. This standard requires that the reporting accountant comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the directors have compiled the Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the unaudited pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the unaudited pro forma financial information.

The purpose of pro forma financial information included in a circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 31 March 2020 would have been as presented.

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and
• The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant's judgement, having regard to the reporting accountant's understanding of the nature of the Group, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

1. the unaudited pro forma financial information has been properly compiled on the basis stated;
2. such basis is consistent with the accounting policies of the Group; and
3. the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Yours faithfully,

HLM CPA Limited

Certified Public Accountants

Hong Kong

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1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in the compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular 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 circular misleading.

2. DISCLOSURE OF INTERESTS

1. Interests of Directors and chief executive

As at the Latest Practicable Date, the following Directors or the chief executive of the Company had or were deemed to have interests or short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provision of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules:

Long positions in the Shares

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Notes:

1. The entire issued shares of Perfect Group Version Limited are held by Jade City Assets Limited, which is in turn held by HSBC International Trustee Limited acting as the trustee of the CHONG Family Trust. The CHONG Family Trust is an irrevocable discretionary trust set up by Mr. CHONG Kam Chau as settlor and HSBC International Trustee Limited as trustee on 2 February 2009. The beneficiaries of the CHONG Family Trust include Mr. CHONG Kam Chau, Ms. CHAN Po Ting, Mr. CHONG Wa Pan, Mr. CHONG Wa Ching, Mr. CHONG Wa Lam and Mr. CHONG Kam Shing, who is the son of Mr. CHONG Wa Pan.
2. Mr. CHONG Kam Chau is the founder, an executive Director and the Chairman. Mr. CHONG Kam Chau is the sole director of Perfect Group and therefore Mr. CHONG Kam Chau is deemed or taken to be interested in the entire issued shares of Perfect Group and the 233,000,000 Shares beneficially owned by Perfect Group for the purposes of the SFO. Mr. CHONG Kam Chau as settlor and a beneficiary of the CHONG Family Trust is also deemed or taken to be interested in the 233,000,000 Shares held by Perfect Group under the SFO.
3. Mr. CHONG Wa Pan, the Chief Executive Officer and the President of the Company, together with Mr. CHONG Wa Ching, the executive Director, and Mr. CHONG Wa Lam, the senior management of the Company, all as beneficiaries and Mr. CHONG Kam Shing, the son of Mr. CHONG Wa Pan, as beneficiary of the CHONG Family Trust, are deemed or taken to be interested in entire issued shares of Perfect Group and the 233,000,000 Shares held by Perfect Group under the SFO.

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Save as disclosed above, none of the Directors and chief executive of the Company and/or any of their respective associates had any interest and short position in the Shares, underlying Shares and debentures of the Company and/or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein or were required, pursuant to Part XV of the SFO or the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

1. Interests of substantial and other Shareholders

As at the Latest Practicable Date, as far as is known to the Directors, the following persons (not being a Director or chief executive of the Company) had interests or short positions in the shares or underlying shares of the Company which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO.

Long positions in the Shares

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Notes:

1. The entire issued shares of Perfect Group Version Limited are held by Jade City Assets Limited, which is in turn held by HSBC International Trustee Limited acting as the trustee of the CHONG Family Trust. The CHONG Family Trust is an irrevocable discretionary trust set up by Mr. CHONG Kam Chau as settlor and HSBC International Trustee Limited as trustee on 2 February 2009. The beneficiaries of the CHONG Family Trust include Mr. CHONG Kam Chau, Ms. CHAN Po Ting, Mr. CHONG Wa Pan, Mr. CHONG Wa Ching, Mr. CHONG Wa Lam and Mr. CHONG Kam Shing, who is the son of Mr. CHONG Wa Pan. Mr. Chong Kam Chau is the director of Perfect Group.
2. Such Shares are held by Perfect Group, the entire issued shares of which are held by Jade City Assets Limited. The entire issued capital of Jade City Assets Limited is held by HSBC International Trustee Limited acting as the trustee of the CHONG Family Trust.
3. Ms. CHAN Po Ting, the spouse of Mr. CHONG Kam Chau and one of the beneficiaries of the CHONG Family Trust, is deemed or taken to be interested in the interests held by Mr. CHONG Kam Chau and Perfect Group under the SFO.
4. Ms. HUNG Woon Cheuk (formerly known as HUNG Shan Shan), is the spouse of Mr. CHONG Wa Pan. Therefore, Ms. HUNG Woon Cheuk is deemed or taken to be interested in the interests held by Mr. CHONG Wa Pan under the SFO.
5. Ms. YUEN Chung Yan, the spouse of Mr. CHONG Wa Ching, is deemed or taken to be interested in the interests held by Mr. CHONG Wa Ching under the SFO.

3. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, there was no existing or proposed service contract, excluding

contract expiring or terminable by the employer within one year, without payment of compensation (other than statutory compensation) made between any of the Directors and any member of the Group.

4. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or, so far as is known to them, any of their respective associates (as defined in the Listing Rules) was interested in any business (apart from the Group's business) which competes or is likely to compete, either directly or indirectly, with the Group's business (as would be required to be disclosed under Rule 8.10 of the Listing Rules as if each of them were a controlling shareholder).

5. INTERESTS IN THE GROUP'S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, (i) none of the Directors nor their respective close associate(s) had any direct or indirect interest in any assets which had been, since 31 March 2020 (being the date of which the latest published audited consolidated financial statements of the Group were made up), acquired, disposed of by, or leased to any member of the Group, or were proposed to be acquired, disposed of by, or leased to any member of the Group; and (ii) none of the Directors was materially interested in any contract or arrangement which was significant in relation to the business of the Group.

6. LITIGATION

As at the Latest Practicable Date, the Directors were not aware of any litigation or claim of material importance pending or threatened against any member of the Group.

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7. EXPERT

1. The following is the qualification of the expert who has given opinions or advices contained in this circular:

NameQualification

1. As at the Latest Practicable Date, HLM CPA Limited does not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.
2. As at the Latest Practicable Date, HLM CPA Limited has given and has not withdrawn its written consent to the issue of this circular, and references to its name in the form and context in which it appears.
3. As at the Latest Practicable Date, HLM CPA Limited does not have, or have had, direct or indirect interest in any assets which have been acquired or disposed of by, or leased to, or which are proposed to be acquired or disposed of by, or leased to, the Company or any of its subsidiaries since 31 March 2020, the date to which the latest published audited accounts of the Group were made up.

8. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business of the Group) have been entered into by the Group within the two years immediately preceding the Latest Practicable Date and up to and including the Latest Practicable Date which are, or may be, material:

• 1. the provisional agreement entered into between Power Benefit Company Limited and Cheer Fame Holdings Limited dated 18 March 2019 in relation to the acquisition of a property in the total consideration of HK$28,000,000;
  2. the Previous Acquisition Agreement entered into between the Landlord and the Tenant dated 24 June 2020 in relation to the acquisition of production of machineries in the consideration of RMB21,880,000;
  3. the tenancy agreement entered into between Dongguan Manshengjia Shiye Investment Company Limited* (東莞市滿盛佳實業投資有限公司) and Wah Ming Colour Printing (Shenzhen) Company Limited* (華銘彩印(深圳)有限公司) dated 23 July 2020 for a term of 10 years in which the value of the right-of-use asset recognised by the Company amounted to approximately RMB 62,075,000; and
  4. the Tenancy Agreement.
• for identification purpose only

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1. MISCELLANEOUS
2. 1. The registered office of the Company is situated at Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman, KY1-1108, Cayman Islands. The head office and principal place of business in Hong Kong of the Company is situation at Unit 8-10, 8th Floor, Cornell Centre, 50 Wing Tai Road, Chai Wan, Hong Kong.
   2. The branch share registrar and transfer office of the Company in Hong Kong is Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
   3. Ms. BOK Yuk Wan (濮玉云女士), the company secretary of the Company, is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants. Ms. BOK obtained a bachelor degree of Accountancy awarded by the University of South Australia in January 2009. Ms. Bok has over 10 years of experience in accounting, auditing and corporate management.
   4. In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.
3. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the head office and the principal place of business of the Company in Hong Kong at Unit 8-10, 8th Floor, Cornell Centre, 50 Wing Tai Road, Chai Wan, Hong Kong during normal business hours on any business day from the date of this circular up to 14 days thereafter:

• 1. the memorandum of association and articles of the Company;
  2. the written consents from HLM CPA Limited referred to in the section headed "Experts" in this appendix;
  3. the report from HLM CPA Limited on the unaudited pro forma financial information of the Enlarged Group, the text of which is set out in Appendix II of this circular;
  4. the annual reports of the Company for the three financial years ended 31 March 2020;
  5. the material contracts referred to in the section headed "Material Contracts" in this appendix;
  6. the circular of the Company published on 7 September 2020 in relation to the tenancy agreement entered between Dongguan Manshengjia Shiye Investment Company Limited* (東莞巿滿盛佳實業投資有限公司) and Wah Ming Colour Printing (Shenzhen) Company Limited* (華銘彩印(深圳)有限公司) ; and
  7. this circular.
• for identification purpose only

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