Hao Tian Development : Announcements and Notices - Exercise of Put Option Right by the Investor

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 474)

EXERCISE OF PUT OPTION RIGHT BY THE INVESTOR

This announcement is made pursuant to Rule 14.74(2) of the Listing Rules.

Reference is made to the announcement of the Company dated 9 April 2015. The Investor has exercised the Put Option Right on 9 April 2018 in respect of all the HT Finance Shares and the Company is obliged to acquire the same.

This announcement is made pursuant to Rule 14.74(2) of the Listing Rules.

Reference is made to the announcement of the Company dated 9 April 2015 (the "Previous Announcement"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Previous Announcement.

In the Previous Announcement, the Investor has agreed to subscribe for, and Hao Tian Finance has agreed to issue, 100,000,000 shares (the "HT Finance Shares"). The Company has granted the Investor the Put Option Right that if Hao Tian Finance fails to be listed on either the Main Board or GEM of the Stock Exchange within 3 years after the completion of the issue of the HT Finance Shares (the "Event"), the Investor shall have the right to request the Company to purchase all or part of the HT Finance Shares at the price of HK$1.15 per share at any time within 3 months after occurrence of the Event.

EXERCISE OF PUT OPTION RIGHT

Up to the date of this announcement, the said 3-year period has expired and the shares of Hao Tian Finance are still not listed on either the Main Board or GEM of the Stock Exchange, and the Investor has exercised the Put Option Right on 9 April 2018 in respect of all the HT Finance Shares and the Company is obliged to, through its wholly-owned subsidiary, acquire the same.

As at the date of this announcement, the Investor held 100,000,000 shares in Hao Tian Finance, representing approximately 8.26% of the entire issued share capital of Hao Tian Finance.

Consideration

The consideration for the acquisition of the HT Finance Shares by the Company shall be HK$115,000,000, which shall be settled (i) partly by way of deduction of the indebtedness owed by the group of companies comprising the Investor to the Group and (ii) partly by way of cash.

Completion

Completion shall take place upon completion of the stamping of the transfer documents of the HT Finance Shares.

There are no restrictions on the subsequent disposal of the HT Finance Shares.

INFORMATION ABOUT THE INVESTOR

The Investor is a limited liability company incorporated under the laws of British Virgin Islands. It is an indirect wholly-owned subsidiary of Prosperity International Holdings (H.K.) Limited, which is a listed company in Hong Kong and principally engaged in (i) the trading of clinker, cement and other building materials; (ii) the mining and trading of iron ore and raw materials; and (iii) real estate investment and development.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Investor and its ultimate beneficial owner(s) are Independent Third Parties.

INFORMATION OF THE GROUP

The Company is an investment holding company. As at the date of this announcement, the Group is principally engaged in the business of financial services, securities investment, trading of futures, logistics and warehousing, rental and trading of construction machinery.

Hao Tian Finance, an indirect non wholly-owned subsidiary of the Company, is a money lender licensed in Hong Kong pursuant to the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong).

FINANCIAL EFFECT OF THE ACQUISITION

Hao Tian Finance has been, and will remain, a non wholly-owned subsidiary of the Company before and after the acquisition of the HT Finance Shares. As at the date of this announcement, the Company indirectly owns approximately 75.2% of the entire issued share capital of Hao Tian Finance. Immediately following completion of the acquisition, the Company will hold approximately 83.5% of the entire issued share capital of Hao Tian Finance and the financial results of Hao Tian Finance will continue to be consolidated by the Group.

No gain or loss is expected from the exercise of the Put Option Right and the acquisition of the HT Finance Shares.

By Order of the Board of

Hao Tian Development Group Limited

Fok Chi Tak

Executive Director

Hong Kong, 9 April 2018

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Xu Hai Ying, Dr. Zhiliang Ou, JP (Australia) and Mr. Fok Chi Tak and three independent non-executive Directors, namely Mr. Chan Ming Sun Jonathan, Mr. Lam Kwan Sing and Mr. Lee Chi Hwa, Joshua.