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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.

GOLDIN FINANCIAL HOLDINGS LIMITED ( ) *

(Incorporated in Bermuda with limited liability) (Stock Code: 530)

DISCLOSEABLE TRANSACTION ACQUISITION OF 95% EQUITY INTERESTS IN AND SHAREHOLDERS LOAN OF A COMPANY ESTABLISHED IN FRANCE
The Board is pleased to announce that on 13 December 2012 (CET), the Purchaser entered into the Acquisition Agreement with the Vendors pursuant to which the Vendors have conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Shares and the Shareholders Loan as at Acquisition Completion at the aggregate consideration of approximately Euro 6.69 million (equivalent to approximately HK$67.77 million) (subject to adjustment). Apart from the payment of the Consideration, the Purchaser has agreed to repay the principal and interest owed by the Target to the Bank. As the applicable percentage ratios (as defined in Rule 14.09 of the Listing Rules) on an aggregate basis are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. As Acquisition Completion is subject to all of the conditions precedent set out in the Acquisition Agreement being fulfilled or waived, the Acquisition may or may not proceed. Shareholders of the Company and investors should exercise caution when dealing in securities of the Company.

BACKGROUND The Board is pleased to announce that on 13 December 2012 (CET), the Purchaser entered into the Acquisition Agreement with the Vendors pursuant to which the Vendors have conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sale Shares and the Shareholders Loan as at Acquisition Completion at the aggregate consideration of approximately Euro 6.69 million

(equivalent to approximately HK$67.77 million) (subject to adjustment). Apart from the payment of the Consideration, the Purchaser has agreed to repay the principal and interest owed by the Target to the Bank. Set out below are the principal terms of the Acquisition Agreement. THE ACQUISITION AGREEMENT Date 13 December 2012 (CET) Parties (1) Vendors : Three individuals together held 500 shares of Euro 16 each of the Target, representing 100% of the issued shares of the Target as at the date of the Acquisition Agreement Eagle Dynasty Investment Limited, a wholly-owned subsidiary of the Company

(2)

Purchaser

To the best of the Directors knowledge, information and belief having made all reasonable enquiries, the Vendors are third parties independent of and not connected with the Company and its connected persons as at the date of the Acquisition Agreement and this announcement. Subject matter of the Acquisition Agreement (1) the Sale Shares: 475 shares of Euro 16 each of the Target, representing 95% of the issued share capital of the Target as at the date of the Acquisition Agreement and the Completion Date; and the aggregate of all the outstanding amount owed by the Target to the Vendors as at the Completion Date, which amounted to approximately Euro 2.30 million (equivalent to approximately HK$23.30 million) as at the financial year end of the Target on 31 July 2012.

(2) the Shareholders Loan:

Consideration and Bank Loan The aggregate Consideration for the Sale Shares and the Shareholders Loan shall be approximately Euro 6.69 million (equivalent to approximately HK$67.77 million) (subject to adjustment as described in the paragraph headed Adjustment to the Consideration below). The Consideration shall comprise the following: (1) the purchase price for the Sale Shares shall be approximately Euro 4.39 million (equivalent to approximately HK$44.47 million); and

(2) the purchase price for the Shareholders Loan shall be the dollar-to-dollar equivalent of the amount of the Shareholders Loan as at the Completion Date. Apart from the payment of the Consideration, the Purchaser has agreed to repay the Bank Loan. As at the financial year end of the Target on 31 July 2012, the Bank Loan amounted to approximately Euro 8.22 million (equivalent to approximately HK$83.27 million). The Consideration (together with the repayment of the Bank Loan) is determined after arms length negotiations between the Purchaser and the Vendors, after the Purchaser considering the advice of independent experts in the winery industry and the prospects of the wine business industry in France as set out in the paragraph headed Reasons for the Acquisition below, and with reference to the net asset value of the Target. The Consideration and the repayment of the Bank Loan will be funded by the internal resources of the Company. Payment of the Consideration The aggregate Consideration (subject to adjustment) shall be payable to the Vendors in the following manner: (1) Euro 800,000 (equivalent to approximately HK$8.10 million) (Deposit ) to be deposited by the Purchaser to the account of the Depositary Agent not later than 4 January 2013 as deposit that shall form part payment of the Consideration and to be released to the Vendors upon Acquisition Completion; (2) Euro 3,199,972.60 (equivalent to approximately HK$32.42 million) (subject to adjustment) to be paid by the Purchaser by way of delivery of cashier orders in favour of Vendors upon Acquisition Completion; (3) Euro 391,590 (equivalent to approximately HK$3.97 million) ( Escrow Money ) to be deposited by the Purchaser to the account of the Depositary Agent upon Acquisition Completion that shall form part payment of the Consideration and to be released as described in the paragraph headed Adjustment to the Consideration below; and (4) an amount equal to the amount of the Shareholders Loan as at the Completion Date to be paid by the Purchaser to the Vendors in cash upon Acquisition Completion. Repayment of the Bank Loan The Purchaser shall, based on the statement provided by the Bank at least 10 business days before the Date of Purchase, transfer into a notary as escrow agent the amount equal to the Bank Loan at least 5 business days before the Completion Date. Following all the conditions precedent as set out under the paragraph headed Conditions Precedent below having been fulfilled or waived by the Purchaser, the said notary shall release the escrowed amount to the Bank for repayment of the Bank Loan.

Adjustment to the Consideration The Purchaser shall, within 60 business days after the Completion Date, notify the Vendors of the Net Value as appeared in the accounts of the Target. If the Vendors dispute any items in arriving at the Net Value and the Vendors and the Purchaser cannot reach an agreement thereof, such disputed items will be determined by an expert to be appointed whose decision shall be binding on the Vendors and the Purchaser. The fees of the expert shall be shared equally between the Vendors and the Purchaser. In the event that: (1) the final Net Value is less than the Consideration, a part of the Escrow Money equal to the difference between the Consideration and the final Net Value will be released to the Purchaser and any remaining portion of the Escrow Money will be released to the Vendors; (2) the final Net Value is less than the Consideration and the Escrow Money is not enough to satisfy the difference between the Consideration and the final Net Value, the Vendors will pay to the Purchaser an amount equal to the shortfall within 15 business days; and (3) the final Net Value is higher than the Consideration, the Purchaser will pay to the Vendors an amount equal to the difference between the final Net Value and the Consideration, and the Escrow Money will be released to the Vendors. Conditions precedent Acquisition Completion is conditional upon fulfillment of the following conditions: (1) no entry into force of any law or regulatory provision preventing the sale of the Sale Shares; (2) the issuance to the Purchaser of the prefectural authorization to operate a wine estate as provided by Articles L 331-1 to L 331-11 of the French code rural et de la pche maritime and any required authorisation on or before 30 April 2013; (3) the Vendors will deliver to the Purchaser immediately before Acquisition Completion a excerpt confirmation issued by the Clerk of the Tribunal of Commerce confirming that the Sale Shares are available for sale and not subjects to any privilege, liens, pledges, or unavailability of any kind; (4) the Vendors having performed at their own cost all mandatory audits on the real properties owned by the Target and certifying that the real properties are in good conditions; (5) the release of the secured personal guarantees and other guarantees granted by the Vendors to the Bank, as notably provided in the Protocole de conciliation dated 29 December 2011; and (6) the issuance to the Purchaser of an irrevocable commitment by the Bank to release all mortgages on the Target s assets registered on its profits.

The Purchaser and the Vendors shall work together in good faith and use their best endeavours to obtain the authorization in condition (2) above. If any of the above conditions shall not have been fulfilled (or waived, as the case may be), the Deposit shall be returned to the Purchaser. If any of the above conditions is not fulfilled due to the Purchasers fault or negligence or, after all the above conditions have been fulfilled, the Purchaser fails to complete the Acquisition, the Vendors shall be entitled to receive the Deposit as penalty. If, after all the above conditions have been fulfilled, the Vendors fail to complete the Acquisition, the Deposit shall be returned to the Purchaser and the Vendors shall pay an amount of Euro 800,000 (equivalent to approximately HK$8.10 million) to the Purchaser as penalty. The penalty provisions are without prejudice to the right of the parties to enforce for the completion of the Acquisition. Acquisition Completion Acquisition Completion shall take place on the Completion Date (or such other date as the Purchaser and the Vendors may agree in writing) after all the conditions precedent as set out under the paragraph headed Conditions Precedent above having been fulfilled or waived by the Purchaser and when all (but not some only) of the Acquisition Completion formalities and deliveries shall, unless otherwise agreed by the Vendors and the Purchaser, occur. Upon Acquisition Completion, the Target will become an indirect subsidiary of the Company. INFORMATION ON THE TARGET The Target is an entity established in France which owns and operates three vineyards located in the Bordeaux region of France consisting of approximately 15 hectares. According to the unaudited financial information provided by the Vendors, the book value of inventory, fixed assets and current assets of the Target as at 31 July 2012 is approximately Euro 9.37 million (equivalent to approximately HK$94.90 million) and the Targets net deficit is approximately Euro 1.9 million (equivalent to approximately HK$19.25 million). According to the unaudited financial information provided by the Vendors, for the two financial years immediately preceding the Acquisition, no income tax expenses have been incurred and the Target s loss before and after tax were as follows: For the year ended 31 July 2011 2012 Euro 000 Euro 000 Profit (loss) before and after tax REASONS FOR THE ACQUISITION The Company 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. 75.1 (19.4)

As set out in the annual report of the Company issued in October 2012, the Board considers that with China s consistent strong economic expansion and the increase in affluent consumers and an accompanying explosion in demand for luxury goods, wine has established itself as one of the biggest beneficiaries of these trends. With a view to continuing to expand its wine operations, the Group is looking to broaden its portfolio of fine and rare wines worldwide. Through the acquisition of the Target, the group can establish a presence in Bordeaux, France, which is considered as the worlds major wine production centre. The Board considers that the Acquisition is a strategic move for the Group to step into the production and sale of French wines and the Acquisition represents a good opportunity for the Group to further expand into this fast growing wine business industry by broadening its stock of provenance for wine operations. The Board believes that the Acquisition will generate profit for the shareholders of the Company. In view of the foregoing reasons, the Board considers that the terms of the Acquisition Agreement are fair and reasonable, and the Acquisition is in the interest of the Company and its shareholders as a whole. GENERAL As the applicable percentage ratios (as defined in Rule 14.09 of the Listing Rules) for the Acquisition on an aggregate basis are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. Pursuant to Rule 14.60(2) of the Listing Rules, the name of the Target is required to be disclosed in this announcement. However, the Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 14.60(2) of the Listing Rules in respect of disclosure of the name of the Target. As Acquisition Completion is subject to all of the conditions precedent set out in the Acquisition Agreement being fulfilled or waived, the Acquisition may or may not proceed. Shareholders of the Company and investors should exercise caution when dealing in securities of the Company. DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: Acquisition Acquisition Agreement the proposed acquisition of the Sale Shares and the Shareholders Loan pursuant to the Acquisition Agreement the conditional sale and purchase agreement dated 13 December 2012 (CET) entered into between the Purchaser and the Vendors in relation to the Acquisition completion of the Acquisition in accordance with the terms and conditions of the Acquisition Agreement

Acquisition Completion

 Bank Bank Loan

bank Crdit Agricole the principal and interest owed by the Target to the Bank, which amounted to approximately Euro 8.22 million (equivalent to approximately HK$83.27 million) as at the financial year end of the Target on 31 July 2012 the board of Directors Central European Time Goldin Financial Holdings Limited, a company incorporated under the laws of Bermuda with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange 31 May 2013 or such other date as the Purchaser and the Vendors may agree in writing has the meaning ascribed to it under the Listing Rules the aggregate consideration of approximately Euro 6.69 million (equivalent to approximately HK$67.77 million) for the Acquisition has the meaning defined under the paragraph headed Payment of the Consideration in this announcement SELARL Philippe QUERON ET ASSOCIES, socit davocats director(s) of the Company has the meaning defined under the paragraph headed Payment of the Consideration in this announcement the Company and its subsidiaries the Hong Kong Special Administrative Region of the Peoples Republic of China the Rules Governing the Listing of Securities on the Stock Exchange

Board CET Company

Completion Date connected person(s) Consideration Deposit Depositary Agent Director(s) Escrow Money Group Hong Kong Listing Rules

 Net Value

net asset value of the Target (i.e., total assets netting off total liabilities including the Bank Loan and the Shareholders Loan) as at the Completion Date, as adopting the agreed valuation for the Target s fixed assets of Euro 11 million (equivalent to approximately HK$111.43 million) and the wine stocks of Euro 3.49 million (equivalent to approximately HK$35.35 million), and the accounting principles and policies used by the Target in the preparation of its annual accounts Eagle Dynasty Investment Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company 475 shares of Euro 16 each of the Target, representing 95% of the issued share capital in the Target as at the date of the Acquisition Agreement and the Acquisition Completion, to be transferred to the Purchaser at Acquisition Completion the aggregate of all the outstanding amount owed by the Target to the Vendors as at the Completion Date, which amounted to approximately Euro 2.3 million (equivalent to approximately HK$23.30 million) as at the financial year end of the Target on 31 July 2012 and the benefit of which shall be assigned by the Vendors to the Purchaser upon Acquisition Completion The Stock Exchange of Hong Kong Limited an entity with unlimited liability established in France three individuals whom, to the best of the Directors knowledge, information and belief having made all reasonable enquiries, are third parties independent of and not connected with the Company and its connected persons Euro, the lawful currency of the European Economic and Monetary Union per cent.

Purchaser

Sale Shares

Shareholders Loan

Stock Exchange Target Vendors

Euro %

For the purpose of this announcement, unless otherwise stated, conversion of Euro into HK dollars has been calculated using an exchange rate of Euro 1: HK$10.13. Such exchange rate has been used for the purposes of illustration only and do not constitute a representation that any amounts have been, could have been, or may be exchange at these or any other rates.

By order of the Board Goldin Financial Holdings Limited Pan Sutong Chairman Hong Kong, 17 December 2012
As at the date of this announcement, Mr. Pan Sutong is the Chairman of the Board and non-executive director of the Company; Mr. Wong Hau Yan, Helvin, Mr. Zhou Dengchao, Ms. Hou Qin, Mr. Lee Chi Chung, Harvey and Professor Huang Xiaojian are the executive directors of the Company; and Mr. Tang Yiu Wing, Ms. Hui Wai Man, Shirley and Ms. Gao Min are the independent non-executive directors of the Company. * for identification purposes only