Haitong UniTrust International Leasing : DISCLOSEABLE TRANSACTION ACQUISITION OF 60% EQUITY INTEREST IN GUI'AN UT

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This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

海通恆信國際融資租賃股份有限公司

Haitong Unitrust International Financial Leasing Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1905)

DISCLOSEABLE TRANSACTION

ACQUISITION OF 60% EQUITY INTEREST IN GUI'AN UT

EQUITY TRANSFER TRANSACTION CONTRACT

Reference is made to the announcement of the Company dated July 24, 2020, in relation to the proposed acquisition of 60% equity interest in Gui'an UT by way of open tender on Guizhou Sun Property Rights Exchange by the Company.

The Board of the Company hereby announces that the bidding of the Company is successful, and on September 21, 2020, the Company (as the purchaser) and Gui'an Financial Investment (as the vendor) entered into the Equity Transfer Transaction Contract, pursuant to which the Company agreed to acquire 60% equity interest in Gui'an UT at a consideration of RMB950 million.

LISTING RULES IMPLICATIONS

Pursuant to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio for the Transaction exceeds 5% but is less than 25%, such Transaction constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements but exempt from the shareholders' approval requirement under Chapter 14 of the Listing Rules.

EQUITY TRANSFER TRANSACTION CONTRACT

Reference is made to the announcement of the Company dated July 24, 2020, in relation to the proposed acquisition of 60% equity interest in Gui'an UT by way of open tender on Guizhou Sun Property Rights Exchange by the Company.

The Board of the Company hereby announces that the bidding of the Company is successful, and on September 21, 2020, the Company (as the purchaser) and Gui'an Financial Investment (as the vendor) entered into the Equity Transfer Transaction Contract, pursuant to which the Company agreed to acquire 60% equity interest in Gui'an UT at a consideration of RMB950 million.

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The principal terms of the Equity Transfer Transaction Contract are summarized below:

Date:

September 21, 2020

Parties:

1. the Company, as the purchaser; and
2. Gui'an Financial Investment, as the vendor.

Subject:

According to the terms and conditions of the Equity Transfer Transaction Contract, Gui'an Financial Investment agrees to sell and the Company agrees to acquire 60% equity interest in Gui'an UT (collectively, the "Gui'an UT Equity Interest"). In addition, the Equity Transfer Transaction Contract stipulates that Gui'an UT continues to assume its creditor's rights and debts.

Consideration and Payment Terms:

The consideration for the transfer of the Gui'an UT Equity Interest is RMB950 million.

At the time of bidding, the Company had paid a deposit of RMB47.5 million and earnest money of RMB237.5 million to Guiyang Centre for Public Resource Transactions and Guizhou Sun Property Rights Exchange, respectively. On the date of the Equity Transfer Transaction Contract, such deposit and earnest money would be converted as part of the transaction price. As such, the Company shall pay the remaining consideration of RMB665 million in a one-off payment within five working days from the date on which the Equity Transfer Transaction Contract is entered into and becomes effective.

The consideration for the transfer of the Gui'an UT Equity Interest was determined after arm's length negotiation between the Company and Gui'an Financial Investment and in normal commercial terms. The Company has also made reference to the asset valuation results in connection with Gui'an UT as at August 31, 2019 published by Guizhou Sun Property Rights Exchange. The asset valuation results were based on an asset-based approach. The valuation of Gui'an UT as at August 31, 2019 was as follows:

1. Total assets amounted to approximately RMB3,441.23 million;
2. Total liabilities amounted to approximately RMB1,867.82 million; and
3. Net assets (i.e., owner's equity) amounted to approximately RMB1,573.42 million.

The Directors (including the independent non-executive Directors) consider that the terms of the Equity Transfer Transaction Contract are fair and reasonable and in the interest of the Company

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and the Shareholders as a whole. The Directors (including the independent non-executive Directors) confirmed that the Equity Transfer Transaction Contract and the acquisition of the Gui'an UT Equity Interest are conducted in the ordinary and usual course of business of the Group on normal commercial terms and will have no material adverse impact on the operations and financial position of the Group.

Inheritance and Commitment of Creditor's Rights and Debts

Gui'an UT continues to assume its creditor's rights and debts.

Completion:

The Company and Gui'an Financial Investment shall jointly complete the procedures regarding the changes to the registration for industry and commerce for the Transaction where the Gui'an UT Equity Interest shall be registered under the name of the Company within 30 days after the Equity Transfer Transaction Contract becomes effective and the consideration for the transfer of the Gui'an UT Equity Interest is settled.

Undertakings:

Gui'an Financial Investment undertakes that the Gui'an UT Equity Interest is true, reliable, complete and not subject to the following potential encumbrances: (1) national confidential and security issues are involved; (2) ownership dispute; (3) disposal right dispute or restriction; (4) legal and administrative measures were compulsively implemented; (5) during the lock-up period pursuant to legal covenants; (6) condition where property right transactions would otherwise be deemed as inappropriate.

The Company undertakes that (1) it has full rights and capacity to acquire equity interest in accordance with the law and no deception is involved; (2) the supporting documents and information provided to Gui'an Financial Investment for the purpose of entering into the Equity Transfer Transaction Contract are true and complete; and (3) the internal authorization and approval necessary for entering into the Equity Transfer Transaction Contract have been obtained.

Termination of the Equity Transfer Transaction Contract:

The Equity Transfer Transaction Contract may be terminated in the following circumstances:

1. the Equity Transfer Transaction Contract may be amended or terminated as agreed between the Company and Gui'an Financial Investment;
2. the Equity Transfer Transaction Contract may be terminated by either the Company or Gui'an Financial Investment if the purpose of the Equity Transfer Transaction Contract cannot be achieved due to force majeure;

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1. Gui'an Financial Investment has the right to terminate the Equity Transfer Transaction Contract unilaterally if the Company losses the ability to fulfill the contract or violates the above undertakings and fails to make rectification upon receipt of written notification from Gui'an Financial Investment, or fails to settle the agreed consideration of the Transaction according to the Equity Transfer Transaction Contract within five working days after the due date;
2. the Company has the right to terminate the Equity Transfer Transaction Contract unilaterally if Gui'an Financial Investment losses the ability to fulfill the contract or fails to complete the procedures regarding the changes to the registration for industry and commerce for Gui'an UT according to the Equity Transfer Transaction Contract as a result of uncooperativeness or procrastination (except for the delay in handling the procedures regarding the changes to the registration for industry and commerce for Gui'an UT caused by the Company) and is unable to make rectification within 15 days upon receipt of written notification from the Company.

INFORMATION ABOUT AND FINANCIAL DATA OF GUI'AN UT

Gui'an UT is a company incorporated in the PRC with limited liability. Its principal businesses include financial leasing, leasing, purchase of leased properties onshore and offshore, processing and maintenance of the residual value of leasing properties, and consultation and guarantee of leasing transactions, as well as commercial factoring services in association with its primary business.

Prior to entering into the Equity Transfer Transaction Contract, Gui'an UT was owned as to 60% and 40% by Gui'an Financial Investment and the Company, respectively. Upon the completion of the Transaction contemplated under the Equity Transfer Transaction Contract, Gui'an UT will become a wholly-owned subsidiary of the Company.

As at December 31, 2019, the audited total assets of Gui'an UT amounted to approximately RMB3,390.26 million and the carrying amount of its total liabilities amounted to approximately RMB1,706.72 million. Based on the audited carrying amount of total assets and total liabilities of Gui'an UT, the net assets of Gui'an UT amounted to approximately RMB1,683.54 million as at December 31, 2019.

The net profits (both before and after tax) for the two years ended December 31, 2018 and 2019 of Gui'an UT, which were prepared in accordance with the China Accounting Standards for Business Enterprises, were as follows:

	Year Ended	Year Ended
	December 31, 2018	December 31, 2019
	(Audited)	(Audited)
	(RMB: million)	(RMB: million)
Net profits before tax	54.23	120.99
Net profits after tax	40.61	90.55

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REASONS FOR AND BENEFITS OF THE ACQUISITION OF GUI'AN UT

The Transaction is beneficial to the Company in further expanding its business, enhancing its capacity for serving the real economy, and facilitating its integration within the Group and professional development.

The Directors (including the independent non-executive Directors) consider that the terms of the Equity Transfer Transaction Contract are fair and reasonable and in the interest of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors) confirmed that the Equity Transfer Transaction Contract and the acquisition of the Gui'an UT Equity Interest are conducted in the ordinary and usual course of business of the Group on normal commercial terms and will have no material adverse impact on the operations and financial position of the Group.

INFORMATION ABOUT THE GROUP

The Group is principally engaged in the provision of finance to its customers under finance lease arrangements, operating lease arrangements, factoring, the provision of advisory services and other services.

INFORMATION ABOUT GUI'AN FINANCIAL INVESTMENT

Gui'an Financial Investment is a wholly-state-owned enterprise and is principally engaged in equity investment, venture capital investment, industry fund, asset management, non-financing guarantee business and investment, financing and financial consultation services. As at the date of this announcement, the beneficial owner of Gui'an Financial Investment is Gui'an New Area Development and Investment Co., Ltd.

As at the date of this announcement, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, Gui'an Financial Investment and its ultimate beneficial owners are third parties independent of the Company and of the connected person(s) of the Company.

LISTING RULES IMPLICATIONS

Pursuant to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio for the Transaction exceeds 5% but is less than 25%, such Transaction constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements but exempt from the shareholders' approval requirement under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"Board"	the board of Directors of the Company
"Company"	Haitong Unitrust International Financial Leasing Co., Ltd. ( 海通
	恆信國際融資租賃股份有限公司 ), a company incorporated in
	the PRC with limited liability and listed on the Main Board of the
	Stock Exchange, being the purchaser under the Equity Transfer
	Transaction Contract
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the directors of the Company
"Equity Transfer	the equity transfer transaction contract entered into between the
Transaction Contract"	Company (as the purchaser) and Gui'an Financial Investment (as the
	vendor) on September 21, 2020
"Group"	the Company and its subsidiaries
"Gui'an Financial	Guizhou Gui'an Financial Investment Co., Ltd., a company
Investment"	incorporated in the PRC with limited liability, being the vendor
	under the Equity Transfer Transaction Contract
"Gui'an UT"	Gui'an UT Financial Leasing (Shanghai) Co., Ltd., a company
	incorporated in the PRC with limited liability
"Guizhou Sun Property	Guizhou Sun Property Rights Exchange Co., Ltd.
Rights Exchange"
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"PRC"	the People's Republic of China
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiaries"	has the meaning ascribed to it under the Listing Rules

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"Transaction"	the acquisition of 60% equity interest in Gui'an UT by the Company
	from Gui'an Financial Investment pursuant to the Equity Transfer
	Transaction Contract
	By order of the Board
	Haitong Unitrust International Financial Leasing Co., Ltd.
	DING Xueqing
	Chairman
Shanghai, the PRC
September 21, 2020

*  For identification purpose only

As at the date of this announcement, the Chairman and executive Director of the Company is Mr. DING Xueqing; the executive Director is Ms. ZHOU Jianli; the non-executive Directors are Mr. REN Peng, Ms. HA Erman, Mr. LI Chuan, Mr. WU Shukun and Mr. ZHANG Shaohua; and the independent non-executive Directors are Mr. JIANG Yulin, Mr. YAO Feng, Mr. YO Shin, Mr. ZENG Qingsheng, Mr. WU Yat Wai and Mr. YAN Lixin.

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