Hao Tian Development : Announcements and Notices - Holding Announcement Possible Very Substantial Disposal Deemed Disposal in Relation to the Issue of Consideration Shares by A Subsidiary of the Company

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) HOLDING ANNOUNCEMENT POSSIBLE VERY SUBSTANTIAL DISPOSAL DEEMED DISPOSAL IN RELATION TO THE ISSUE OF CONSIDERATION SHARES BY A SUBSIDIARY OF THE COMPANY

On 6 November 2017, Nuoqi, the Vendor and the Vendor's Warrantor entered into the Sale and Purchase Agreement, pursuant to which Nuoqi has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell, the entire issued share capital of the Target Company. The consideration payable by Nuoqi shall be satisfied by way of allotment and issue of the Consideration Shares.

Assuming the Consideration Shares are issued, the shareholding interest of the Company in Nuoqi will be diluted from 59.93% to 17.00% and the Proposed Transaction will constitute a deemed disposal of the Company under Chapter 14 of the Listing Rules. As the highest applicable percentage ratio is more than 75%, the Proposed Transaction will constitute a possible very substantial disposal of the Company under Chapter 14 of the Listing Rules.

PROPOSED TRANSACTION

On 6 November 2017, Fujian Nuoqi Co., Ltd. ("Nuoqi"), a subsidiary of the Company, Zhong Hong Holdings Group Limited, a company incorporated in the Cayman Islands (the "Vendor") and Mr. Hu Yulin ("Vendor's Warrantor") entered into a sale and purchase agreement (the "Sale and Purchase Agreement"), pursuant to which Nuoqi has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell, the entire issued share capital in Zhong Hong International Limited（中宏國際有限公司）(the "Target Company") , a company incorporated under in the British Virgin Islands (the "Proposed Transaction"). The consideration payable by Nuoqi shall be HK$1,053,024,128 and shall be satisfied by Nuoqi by its allotment and issue to the Vendor of 1,541,878,659 new H Shares (the "Consideration Shares"), credited as fully paid, at an issue price of HK$0.6829 per Consideration Share.

The Target Company and its subsidiaries (the "Target Group") are principally engaged in the provision of construction services, mainly as a general contractor for residential construction projects, commercial and public works construction projects, and industrial and other construction projects, in the People's Republic of China.

To the best of the directors' knowledge, information and belief having made all reasonable enquiry, the Vendor and its ultimate beneficial owner and the Vendor's Warrantor are third parties independent of the Company and connected persons of the Company.

The Company acquired an aggregate of 59.93% equity interest of Nuoqi during the period between September 2016 and March 2017 through the HT China Restructuring Agreement (as defined in the announcement of Nuoqi dated 28 July 2016) and the subsequent general offer to all shares of Nuoqi not already owned by the Company and its subsidiaries (the "Group"). Trading in the shares of Nuoqi on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") have been suspended with effect from 23 July 2014 and will remain suspended until further notice. Nuoqi is now in the third delisting stage under Practice Note 17 to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"). Nuoqi is now in the course of preparing a new resumption proposal for submission to the Stock Exchange (the "Resumption Proposal"). The Proposed Transaction forms the major part of the Resumption Proposal and will only proceed if the Resumption Proposal is approved by the Stock Exchange.

CONDITIONS PRECEDENT

The Proposed Transaction is also subject to a number of conditions precedent, including, in particular:

1. the grant of approval by the Stock Exchange to the Resumption Proposal and the resumption of trading in the H Shares of Nuoqi;

2. the Chinese Securities Regulatory Commission granting the approval(s) necessary for the issue and allotment of the Consideration Shares; and

3. the Executive of the Securities and Futures Commission granting a waiver to the Vendor to the effect that neither the Vendor nor any party acting in concert (as defined in the Code on Takeovers and Mergers) (the "Takeovers Code") with it will be obliged to make a general offer for the shares of Nuoqi under the Takeovers Code as a result of the allotment and issue of the Consideration Shares to the Vendor.

IMPLICATION UNDER THE LISTING RULES

Assuming the Consideration Shares are issued, the shareholding interest of the Company in Nuoqi will be diluted from 59.93% to 17.00% and the Proposed Transaction will constitute a deemed disposal of the Company under Chapter 14 of the Listing Rules. As the highest applicable percentage ratio is more than 75%, the Proposed Transaction will constitute a possible very substantial disposal of the Company under Chapter 14 of the Listing Rules.

GENERAL

The Company will publish an announcement on the Proposed Transaction in accordance with the Listing Rules in due course.

Since the Proposed Transaction is subject to a number of conditions which may or may not be satisfied, including, in particular, the approval of the Stock Exchange on the Resumption Proposal, the Proposed Transaction may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company. Further announcement(s) on the development of the Proposed Transaction will be made by the Company as and when appropriate.

By order of the Board

Hao Tian Development Group Limited Fok Chi Tak

Executive Director

Hong Kong, 6 November 2017

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.