Hao Tian Development : Announcements and Notices - Joint Announcement (1) Sale and Purchase of 75.00% Interest in Clear Lift Holdings Limited; (2) Possible Mandatory Unconditional Cash Offer for Shares by Haitong International Securities Company Limited for and on Behalf of Hao Tian Management (china) Limited to Acquire All Issued Shares in the Share Capital of Clear Lift Holdings Limited (other Than Those Shares Already Owned Or Agreed to be Acquired by Hao Tian Management (china) Limited and/or Parties Ac

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

This joint announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Clear Lift Holdings Limited.

HAO TIAN MANAGEMENT (CHINA) LIMITED

(Incorporated in Hong Kong with limited liability)

CLEAR LIFT HOLDINGS LIMITED

焯 陞 企 業 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1341)

JOINT ANNOUNCEMENT

1. SALE AND PURCHASE OF 75.00% INTEREST IN CLEAR LIFT HOLDINGS LIMITED;
2. POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER FOR SHARES

BY HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED FOR AND ON BEHALF OF HAO TIAN MANAGEMENT (CHINA) LIMITED TO ACQUIRE ALL ISSUED SHARES IN THE SHARE CAPITAL OF CLEAR LIFT HOLDINGS LIMITED (OTHER THAN THOSE SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY HAO TIAN MANAGEMENT (CHINA) LIMITED AND/OR PARTIES ACTING IN CONCERT WITH IT) Financial Adviser to the Offeror THE SP AGREEMENT

The Company has been informed that after trading hours on 16 January 2017, the Vendor, the Warrantor and the Purchaser entered into the SP Agreement in relation to the conditional sale and purchase of the Sale Shares, being 750,000,000 Shares, representing 75.00% of the existing issued share capital of the Company as at the date of this joint announcement, for an aggregate consideration of HK$592,500,000, equivalent to approximately HK$0.79 per Sale Share, which is to be fully settled upon Completion. The Completion is conditional upon the conditions precedent to be fulfilled or waived (as the case may be) as set out in the SP Agreement. The Completion is to take place on or before the third Business Day next following the date of fulfilment or waiver (as the case may be) of the conditions precedent pursuant to the SP Agreement or such other date as the parties may agree in writing.

POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER

As at the date of this joint announcement, the Offeror and parties acting in concert with it did not own any Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company.

Immediately after Completion, the Offeror and parties acting in concert with it will be interested in a total of 750,000,000 Shares, representing approximately 75.00% of the total issued share capital of the Company as at the date of this joint announcement.

Pursuant to Rules 26.1 of the Takeovers Code, immediately after the Completion, the Offeror will be required to make a mandatory unconditional cash offer for all the issued Shares (other than those Shares already owned or agreed to be acquired by the Offeror and/ or parties acting in concert with it).

Subject to Completion, Haitong International Securities will, for and on behalf of the Offeror, make the Share Offer in compliance with the Takeovers Code on terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code on the following basis:

The Share Offer For each Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.79

The Share Offer Price of HK$0.79 per Offer Share is determined with reference to the purchase price per Sale Share under the SP Agreement, which was arrived after arm's length negotiations between the Purchaser and the Vendor.

The Share Offer will be unconditional in all respects.

The Share Offer Price of HK$0.79 represents a discount of approximately 12.22% to the closing price of HK$0.90 per Offer Share as quoted on the Stock Exchange on the date of this joint announcement.

VALUE OF THE SHARE OFFER

Upon Completion, excluding 750,000,000 Shares to be held by the Offeror and parties acting in concert with it, the number of Shares subject to the Share Offer is 250,000,000.

Based on the Share Offer Price of HK$0.79 per Offer Share for 250,000,000 Offer Shares, the Share Offer is valued at HK$197,500,000.

CONFIRMATION OF FINANCIAL RESOURCES

The Offeror intends to finance the consideration payable by the Offeror under the SP Agreement and the Share Offer by internal resources and the Facilities.

Haitong International Capital, as the financial adviser to the Offeror in respect of the Share Offer, is satisfied that sufficient financial resources are available to the Offeror to satisfy the consideration payable by the Offeror pursuant to the SP Agreement and the consideration in respect of full acceptance of the Share Offer.

INTENTIONS OF THE OFFEROR IN RELATION TO THE GROUP

Following completion of the Share Offer, the Offeror will review the businesses of the Group to consider and determine what changes, if any, would be necessary, appropriate or desirable, in both long term and short term, in order to best organise and optimise the businesses and operations of the Group.

The Offeror intends that the Group will continue to operate its business in substantially its current state. However, the Offeror reserves the right to make any changes that it deems necessary or appropriate to the Group's businesses and operations in order to increase the value of the Group, taking into consideration the interests of the Shareholders as a whole.

MAINTAINING THE LISTING STATUS OF THE COMPANY

The Offeror will, together with the Company, use reasonable endeavours to maintain the listing status of the Shares on the Stock Exchange and procure that not less than 25% of the entire issued share capital in the Company be held by the public in compliance with the Listing Rules. The Offeror and the Director(s) to be appointed after the issue of the Composite Document will jointly and severally undertake to the Stock Exchange to take appropriate steps following the close of the Share Offer to ensure that such number of Shares as may be required by the Stock Exchange are held by the public within the prescribed time frame.

According to the Listing Rules, if, upon the close of the Share Offer, less than the minimum prescribed percentage applicable to the Company, being 25%, of the issued Shares are held by the public or if the Stock Exchange believes that (i) a false market exists or may exist in the trading of the Shares; or (ii) there are insufficient Shares in public hands to maintain an orderly market, then the Stock Exchange may exercise its discretion to suspend trading in the Shares. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, which comprises all the independent non-executive Directors, namely Mr. Kwong Ping Man, Mr. Chu Wai Wa Fangus and Mr. Yeung Ho Ming, has been established to make a recommendation to the Independent Shareholders in relation to the Share Offer as to whether the terms of the Share Offer are fair and reasonable and as to the acceptance of the Share Offer.