Hao Tian Development : Announcements and Notices - Joint Announcement Despatch of Composite Document Relating to (1) the 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) the 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 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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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 DESPATCH OF COMPOSITE DOCUMENT RELATING TO

1. THE 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. THE 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) Financial adviser to Hao Tian in respect of the H Share Offer

References are made to the (i) joint announcements of Hao Tian Development Group Limited ("Hao Tian"), Fujian Nuoqi Co., Ltd. (the "Company"), Hao Tian Investment (China) Company Limited ("Hao Tian China") and Hao Tian Corporation Limited ("Hao Tian Corporation") dated 27 July 2016, 17 August 2016 and 30 November 2016 and 26 January 2017; and (ii) the composite document jointly issued by Hao Tian, the Company, Hao Tian China and Hao Tian Corporation dated 8 February 2017 (the "Composite Document"). Unless otherwise specified, capitalised terms defined in the Composite Document shall have the same meanings when used herein.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document, together with the Form(s) of Acceptance, setting out, among other things, (i) the expected timetable of the Offers; (ii) the detailed terms of the Offers and procedures for acceptance in respect of the Offers; (iii) the letter from Altus Investments; (iv) the letter from Hao Tian and Hao Tian China; (v) the letter from the Board; (vi) the letter from the Independent Board Committee; and (vii) the letter from CCIC have been despatched to the Shareholders on 8 February 2017 in accordance with the Takeovers Code.

EXPECTED TIMETABLE

The expected timetable of the Offers in the Composite Document as reproduced below is indicative only and further announcement(s) will be made in the event of any changes when appropriate. Unless otherwise specified, all time and date references contained in this joint announcement refer to Hong Kong times and dates.

Commencement date of the Offers (Note 1) . . . . . . . . . . . . . . . . Wednesday, 8 February 2017 Latest time and date for acceptance of

the Offers (Notes 2 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on

Wednesday, 1 March 2017

Closing date of the Offers (Notes 2 and 4) . . . . . . . . . . . . . . . . . . . Wednesday, 1 March 2017 Announcement of the results of the Offers

(or its extension or revision, if any) to be posted

on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . No later than 7:00 p.m. on

Wednesday, 1 March 2017

Latest date for posting of remittances in respect of

valid acceptances received under the H Share Offer and subject to the completion of the documentation process set out in the GREEN Form of Acceptance, remitting by wire transfer or other means

under the Domestic Share Offer (Notes 3 and 4) . . . . . . . . . . . . . . . . Friday, 10 March 2017

Notes:

1. The Offers, which are unconditional in all respects, are made on the date of posting of the Composite Document, and are capable of acceptance on and from that date until 4:00 p.m. on the Closing Date. Acceptances of the Offers shall be irrevocable and shall not be capable of being withdrawn, except in the circumstances set out in the section headed "Right of withdrawal" in Appendix I to the Composite Document.

2. In accordance with the Takeovers Code, the Offers must initially be open for acceptance for at least 21 days following the date on which the Composite Document is posted. The latest time and date for acceptance of the Offers is 4:00 p.m. on Wednesday, 1 March 2017. An announcement will be jointly issued by the Company and the Offerors through the website of the Stock Exchange by 7:00 p.m. on Wednesday, 1 March 2017.

3. Remittances in respect of the cash consideration payable for the Offer Shares tendered under the Offers will be despatched to the accepting Shareholder(s) by ordinary post at their own risk (for the H Share Offer) or by wire transfer or other means (for the Domestic Share Offer) as soon as possible but in any event within seven Business Days after the date of receipt of a duly completed and valid acceptance in accordance with the Takeovers Code. For the Domestic Share Offer, given that share transfers under the Domestic Share Offer, which is unconditional in all respects, will only be completed upon submission of relevant documents and notarisation as set out in Appendix I to the Composite Document for registration with CSDC under PRC laws, Hao Tian China reserves the right to treat as valid any acceptance of the Domestic Share Offer which is not entirely in order, but in such cases, consideration payable will not be paid until such documents have been received by Hao Tian China and notarised at the designated location set out in the GREEN Form of Acceptance and otherwise subject to the terms and conditions of the Domestic Share Offer as set out in Appendix I to the Composite Document.

4. If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning:

5. in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the Closing Date, the time and date of the close of the Offers will remain at 4:00 p.m. on the same Business Day; or

6. in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Closing Date, the time and date of the close of the Offers will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong or such other day as the Executive may approve.

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.

IMPORTANT Independent Shareholders are strongly advised to read the Composite Document and the accompanying Form(s) of Acceptance before taking any action on the Offers. Shareholders and investors are strongly advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

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, 8 February 2017