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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Clear Lift Holdings Limited.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

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. COMPLETION OF SP AGREEMENT;
  2. 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); AND
  3. DELAY IN DESPATCH OF COMPOSITE DOCUMENT
Financial Adviser to the Offeror

Reference is made to the joint announcement issued by Clear Lift Holdings Limited (the "Company") and Hao Tian Management (China) Limited (the "Offeror") dated 16 January 2017 (the "Joint Announcement") in relation to, among other things, the SP Agreement dated 16 January 2017 entered into between the Offeror, the Vendor and the Warrantor and the Share Offer. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

COMPLETION OF THE SP AGREEMENT

The Company (as informed by the Vendor) and the Purchaser are pleased to announce that all the conditions to the SP Agreement have been fulfilled and completion of the SP Agreement (the "Completion") in respect of the sale and purchase of 750,000,000 Shares for an aggregate consideration of HK$592,500,000 (equivalent to approximately HK$0.79 per Sale Share) took place on 6 February 2017.

Following the Completion and as at the date of this joint announcement, the Offeror and parties acting in concert with it became interested in, and control the voting rights in respect of, 750,000,000 Shares, representing 75.00% of the existing issued share capital of the Company. In accordance with Rule 26.1 of the Takeovers Code, Haitong International Securities will, for and on behalf of the Offeror and in compliance with the Takeovers Code, make the Share 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) in accordance with the terms to be set out in the Composite Document.

DESPATCH OF THE COMPOSITE DOCUMENT

The Offeror, Hao Tian and the Company intend to despatch the Composite Document to the Independent Shareholders setting out, among other things, (a) the letter from Haitong International Securities; (b) the letter from the Board; (c) the letter from the Independent Board Committee; and (d) the letter from the Independent Financial Adviser to the Independent Board Committee, containing its recommendation and advice to the Independent Board Committee in respect of the Share Offer.

Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document is required to be despatched to the Shareholders within 21 days after publication of the Joint Announcement,

i.e. on or before 6 February 2017. As more time is required for finalising the Composite Document, the Company has applied to the Executive pursuant to Rule 8.2 of the Takeovers Code for, and the Executive has granted, its consent to an extension of time for the despatch of the Composite Document (together with the relevant form of acceptance and transfer) to 20 February 2017.

By order of the board of

HAO TIAN DEVELOPMENT GROUP LIMITED Fok Chi Tak

Director

By order of the board of

HAO TIAN MANAGEMENT (CHINA) LIMITED Fok Chi Tak

Director

By order of the board of

CLEAR LIFT HOLDINGS LIMITED Tang Yiu Chi James

Chairman and

Executive Director

Hong Kong, 6 February 2017

As at the date of this joint announcement, the Board comprises two executive directors, being Mr. Tang Yiu Chi James and Mr. Kwok Ho, and three independent non-executive directors, being Mr. Kwong Ping Man, Mr. Chu Wai Wa Fangus and Mr. Yeung Ho Ming.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, Ms. Li Shao Yu, Mr. Fok Chi Tak and Ms. Ma Li Rong are the directors of the Offeror. The Offeror is an indirect wholly-owned subsidiary of Hao Tian, and the board of directors of Hao Tian 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.

The respective directors of the Offeror and Hao Tian jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Company, the Vendor and their parties acting in concert with them) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Company, the Vendor and their parties acting in concert with them) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

The English text of this joint announcement shall prevail over its Chinese text.

Hao Tian Development Group Limited published this content on 06 February 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 February 2017 13:07:20 UTC.

Original documenthttp://www.haotianhk.com/attachment/2017020620020100002721022_en.pdf

Public permalinkhttp://www.publicnow.com/view/196BBEC746A466FA9F4AC15C39767A5B4CA39E1B