DTXS Silk Road Investment : Announcements and Notices -

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.

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

DTXS SILK ROAD INVESTMENT HOLDINGS COMPANY LIMITED 大唐西市絲路投資控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 620)

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF A PROPERTY INVESTMENT HOLDING COMPANY AND ARTS AND CULTURAL COLLECTIBLES INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE THE PROPOSED ACQUISITION

The Board would like to announce that on 16 January 2017 (after trading hours of the Stock Exchange), the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor, pursuant to which the Vendor has conditionally agreed to sell, and the Company has conditionally agreed to acquire, (i) the Target Equity Interest, as to indirectly acquire the Property wholly-owned by the Target Group; and (ii) the Arts and Cultural Collectibles owned by the Vendor at total Consideration of HK$163,265,000 which will be settled by the allotment and issuance of the Consideration Shares at HK$3.20 each. Upon Completion, the Target Group will become the indirect wholly-owned subsidiaries of the Company and their financial results will be consolidated into the financial results of the Group.

LISTING RULES IMPLICATION

As at the Last Trading Day, the Target Company is a wholly-owned subsidiary of the Vendor, which held 325,680,424 Shares, representing approximately 64.60% of the entire issued share capital of the Company. Accordingly, the Vendor is therefore a connected person of the Company under Chapter 14A of the Listing Rules.

As the highest applicable ratio in respect of the Proposed Acquisition under Rule

14.07 of the Listing Rules is more than 5% but less than 25% and the total Consideration is more than HK$10,000,000, the Proposed Acquisition constitutes

(i) a non-exempt connected transaction of the Company and is subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules; and (ii) a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

GENERAL

A SGM will be convened for the purposes of, among other matters, considering, and if thought fit, approving the Sale and Purchase Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate).

An Independent Board Committee (comprising all the independent non-executive Directors) has been formed to advise and provide recommendation to the Independent Shareholders on the Sale and Purchase Agreement and the transactions respectively contemplated thereunder (including the grant of the Specific Mandate). INCU Corporate Finance Limited has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in the same respect.

A circular containing, among other things, (i) further details of the Sale and Purchase Agreement and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee; (iii) a letter from the Independent Financial Adviser;

(iv) a valuation report for the Property; (v) a notice of the SGM; and (vi) further information required to be disclosed under the Listing Rules, is expected to be despatched to the Shareholders on or before 8 February 2017.

The Proposed Acquisition is, respectively, subject to the fulfilment of a number of Conditions. As the Proposed Acquisition may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. THE PROPOSED ACQUISITION

Further to the announcements of the Company dated 27 January 2016 and 12 May 2016 in relation to the MOU and the Framework Agreement, the Board would like to announce that on 16 January 2017 (after trading hours of the Stock Exchange), the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor, pursuant to which the Vendor has conditionally agreed to sell, and the Company has conditionally agreed to acquire (i) the Target Equity Interest, as to indirectly acquire the Property wholly-owned by the Target Group; and (ii) the Arts and Cultural Collectibles owned by the Vendor, at the total Consideration of HK$163,265,000 which will be settled by the allotment and issuance of the Consideration Shares at HK$3.20 each.

SALES AND PURCHASE AGREEMENT

Date: 16 January 2017

Parties: (i) The Purchaser, an indirect wholly-owned subsidiary of the Company;

(ii) the Vendor

The Vendor is a company incorporated in the BVI with limited liability. As at the Last Trading Day, the Vendor held 325,680,424 Shares, representing approximately 64.60% of the entire issued share capital of the Company.

The Vendor is therefore a connected person of the Company under Chapter 14A of the Listing Rules.

Assets to be acquired

Pursuant to the Sale and Purchase Agreement, the Vendor has conditionally agreed to sell, and the Company has conditionally agreed to acquire (i) the Target Equity Interest, as to indirectly acquire the Property wholly-owned by the Target Group; and (ii) the Arts and Cultural Collectibles owned by the Vendor.

Corporate structure of the Target Group

The corporate structure of the Target Group is shown as in the simplified chart below:

The Vendor (BVI)

Target Company (BVI)

100%

Hong Kong Co (Hong Kong)

100%

100%

The Arts and Cultural Collectibles

PRC Co (The PRC)

100%

The Property

Information of the Target Group, the Property and the Arts and Cultural Collectibles

The Target Company is a property investment holding company incorporated in the BVI with limited liability and a wholly-owned subsidiary of the Vendor. As at the Last Trading Day, the Target Company, through the Hong Kong Co, indirectly owns the entire issued share capital of the PRC Co and therefore owns the Property.