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.

昊天發展集團 有限公司

Hao Tian Development Group Limited

(incorporated in the Cayman Islands with limited liability)

Hao Tian Investment (China) Company Limited

(established in the People's Republic of China

with limited liability)

Hao Tian Corporation Limited

(incorporated in Hong Kong with limited liability)

福建諾奇股份 有限公司

Fujian Nuoqi Co., Ltd.

(a joint stock limited liability company incorporated in the People's Republic of China)

(Stock code: 474) (Stock code: 1353) JOINT ANNOUNCEMENT
  1. MANDATORY UNCONDITIONAL CASH OFFER BY HAO TIAN CHINA FOR ALL DOMESTIC SHARES OF FUJIAN NUOQI CO., LTD. (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFERORS); AND
  2. MANDATORY UNCONDITIONAL CASH OFFER BY ALTUS INVESTMENTS ON BEHALF OF
HAO TIAN CORPORATION TO ACQUIRE ALL THE ISSUED H SHARES OF FUJIAN NUOQI CO., LTD. (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFERORS) UPDATE ON THE OFFERS AND THIRD DELISTING STAGE Financial adviser to Hao Tian in respect of the H Share Offer

References are made to (i) the announcement ("Second Delisting Stage Announcement") of Fujian Nuoqi Co., Ltd. (the "Company") dated 1 August 2016 in relation to, among others, the Stock Exchange's decision to place the Company in the second delisting stage under Practice Note 17 to the Listing Rules; and (ii) the composite document jointly issued by Hao Tian Development Group Limited ("Hao Tian"), Hao Tian Investment (China) Company Limited ("Hao Tian China"), Hao Tian Corporation Limited ("Hao Tian Corporation") and the Company dated 8 February 2017 (the "Composite Document") in relation to the Offers. Terms used herein shall have the same meanings as those defined in the Composite Document unless the context otherwise requires.

UPDATE ON THE OFFERS AND THIRD DELISTING STAGE

As set out in the Second Delisting Stage Announcement, the Company was placed into the second delisting stage under Practice Note 17 to the Listing Rules. Before expiry of the second delisting stage, the Company submitted a resumption proposal to the Stock Exchange.

On 17 February 2017, the Board received a letter ("SEHK Letter") from the Stock Exchange in relation to, among other matters, the Stock Exchange's decision to place the Company into the third delisting stage under Practice Note 17 to the Listing Rules (to take effect from the date of the relevant announcement to be issued by the Stock Exchange (currently expected to be 1 March 2017)). The Company is required to submit a viable resumption proposal to the Stock Exchange at least 10 business days before 31 August 2017, being the expiry date of the third delisting stage.

The SEHK Letter sets out that a viable resumption proposal should address the following:

  1. demonstrate sufficient level of operations or assets under Rule 13.24 of the Listing Rules;

  2. conduct an appropriate forensic investigation on the unauthorised transactions entered into by the Company without authorisation by the Board, disclose the findings and address issues identified;

  3. demonstrate that the Company has put in place adequate financial reporting procedures and internal control systems;

  4. demonstrate that there is no reasonable regulatory concern about management integrity which will pose a risk to investors and damage market confidence;

  5. address audit qualifications set out in the Company's latest published annual results; and

  6. inform the market about all material information of the Company.

The SEHK Letter further states that the proposal should demonstrate that the Company has a business of substance and its business model is viable and sustainable in the longer term. The proposal should clearly describe the business model and contain sufficient details to support its viability, including a track record that indicates a meaningful scale of operation and a sustainable level of profitability, and a detailed business plan and credible evidence to support the achievability of its profit forecasts. Further, the proposal should comply with the Listing Rules and all applicable laws and regulations. If no viable resumption proposal is received by the Stock Exchange by the end of the third delisting stage, the Company's listing will be cancelled.

The Board is of the view that the SEHK Letter will not affect the Offers as the Composite Document has already disclosed the risk that the Company may be placed into the third delisting stage, and the Shareholders and potential investors have been informed and are well aware of the risk prior to making their investment decisions. The Offers will remain open for acceptance and close on 1 March 2017 as set out in the Composite Document.

Central China International Capital Limited ("CCIC"), which is the Independent Financial Adviser, upon reviewing the SEHK Letter, confirms that its advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Offers as set out in the "Letter from CCIC" in the Composite Document remains unchanged.

The Company intends to apply for a review of the ruling in the SEHK Letter by the Listing Committee under Rule 2B.06(1) of the Listing Rules and the request for review is expected to be submitted by the Company to the Stock Exchange in due course.

SUSPENSION OF TRADING IN THE SHARES OF THE COMPANY

At the request of the Company, trading in the shares of the Company on the Stock Exchange was suspended with effect from 11:25 a.m. on 23 July 2014, and will remain suspended pending the release of further information by the Company.

By order of the board of By order of the board of By order of the board of By order of the board of

Hao Tian Development Group Limited Hao Tian Investment (China) Company Limited Hao Tian Corporation Limited Fujian Nuoqi Co., Ltd. Fok Chi Tak Xu Haiying Fok Chi Tak Chen Quanyi

Executive Director Director Director Executive Director

Hong Kong, 23 February 2017

As at the date of this joint announcement, the executive Directors are Ding Hui, Ding Canyang and Chen Quanyi; and the non-executive Directors are Han Huiyuan and Ding Lixia.

As at the date of this joint announcement, 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.

As at the date of this joint announcement, the directors of Hao Tian China are Mr. Xu Haiying, Ms. Ma Lirong and Mr. Wang Manyu.

As at the date of this joint announcement, the director of Hao Tian Corporation is Mr. Fok Chi Tak.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to Hao Tian, Hao Tian China and Hao Tian Corporation) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by Hao Tian, Hao Tian China and Hao Tian Corporation) 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.

Hao Tian Development Group Limited published this content on 23 February 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 23 February 2017 13:12:16 UTC.

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