Hao Tian Development : Announcements and Notices - Major Transaction Acquisition of 75% Equity Interest in Target 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: 00474) MAJOR TRANSACTION ACQUISITION OF 75% EQUITY INTEREST IN TARGET COMPANY THE SP AGREEMENT

The Board announces that on 16 January 2017 (after trading hours), the Purchaser, the Vendor and the Warrantor entered into the SP Agreement in relation to the conditional sale and purchase of the Sale Shares, being 750,000,000 Target Shares, representing 75.00% of the issued share capital of the Target Company as at the date of this announcement, for an aggregate consideration of HK$592,500,000, equivalent to approximately HK$0.79 per Sale Share, which is to be fully settled upon Completion. The Completion is conditional upon the conditions precedent to be fulfilled or waived (as the case may be) as set out in the SP Agreement. The Completion is to take place on or before the third Business Day next following the date of fulfilment or waiver (as the case may be) of the conditions precedent pursuant to the SP Agreement or such other date as the parties may agree in writing.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios under Chapter 14 of the Listing Rules exceed(s) 25% but less than 100%, the Acquisition constitutes a major transaction for the Company and is therefore subject to the reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules.

GENERAL

Pursuant to Rule 14.44 of the Listing Rules, (i) as no Shareholder has material interest in the Acquisition, none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Acquisition; and (ii) the Company has obtained a written approval dated 16 January 2017 from Asia Link Capital Investment Holdings Limited, being the controlling Shareholder, holding 2,581,498,949 Shares (representing approximately 61.76% of the issued share capital of the Company) for the approval of the Acquisition. As a result, no extraordinary general meeting will be convened by the Company to approve the Acquisition.

In addition, a circular containing, among other things, further details of the Acquisition and further information of the Target Group, is expected to be despatched to the Shareholders on or before 8 February 2017.

INTRODUCTION

The Board announces that on 16 January 2017 (after trading hours), the Purchaser, the Vendor and the Warrantor entered into the SP Agreement in relation to the Acquisition.

THE SP AGREEMENT

:	(a)	The Purchaser;
(b)	The Vendor; and
(c)	The Warrantor.

The principal terms of the SP Agreement are summarised as follows: Date : 16 January 2017

Parties

Subject matter

Pursuant to the SP Agreement, the Purchaser has conditionally agreed to purchase and the Vendor have conditionally agreed to sell the Sale Shares, being 750,000,000 Target Shares in aggregate, representing approximately 75.00% of the total issued share capital of the Target Company as at the date of this announcement, free from all Encumbrances thereto as at the Completion Date.

Immediately after the Completion, the Purchaser (by itself or through its nominee(s)) will hold the Sale Shares.

Consideration for the Sale Shares

The aggregate consideration for the Sale Shares is HK$592,500,000, equivalent to approximately HK$0.79 per Sale Share, which was agreed between the Purchaser and the Vendor after arm's length negotiations and is to be fully settled upon Completion.

The Purchaser intends to finance the consideration payable by the Purchaser under the SP Agreement by internal resources and external financing.

Conditions Precedent of the SP Agreement

Completion of the SP Agreement is subject to all of the following Conditions being and remaining satisfied as at Completion (or waived as described below):

1. the passing of the necessary resolutions by the Target Company and the Vendor approving the SP Agreement and all other transactions contemplated under the SP Agreement and the granting of such regulatory approvals as may be necessary, including without limitation in accordance with the Listing Rules, the Takeovers Code and other Applicable Laws;

2. all necessary authorisations, consents, licences, agreements, approvals or permissions of any kind of, from or by third parties and/or government or regulatory authorities required to implement all the transactions contemplated under the SP Agreement having been obtained by the Vendor and/or the Target Group on terms acceptable to the Purchaser and remaining in full force and effect (with evidence provided to the Purchaser to the Purchaser's satisfaction in its absolute judgement);

3. the listing status of the Target Company on the Stock Exchange not having been revoked or withdrawn at any time prior to Completion, the Target Shares continuing to be traded on the Stock Exchange at any time prior to the Completion (save for any temporary suspension for no longer than five (5) consecutive trading days or such other period as the Purchaser may agree in writing or the temporary suspension in connection with transactions contemplated under the SP Agreement) and there being no indication from the Stock Exchange or the Executive that the listing status of the Target Company will be suspended, cancelled, revoked or withdrawn at any time after Completion as a result of the transactions contemplated under the SP Agreement;

4. the representation, warranties and/or undertakings given by the Vendor and the Warrantor under the SP Agreement shall remain true, accurate and not misleading throughout the period from the date of the SP Agreement to the Completion Date, and there having been no breach by any party of the SP Agreement;

5. there being no indication from the Stock Exchange that the listing status of the Target Company will be suspended, cancelled, revoked or withdrawn at any time after Completion as a result of the transactions contemplated under the SP Agreement;

6. since the date of the SP Agreement there being no material adverse change in the principal business, operations, properties, conditions (financial or otherwise), personnel or prospects of the Target Group nor the happening of events which may have a material adverse effect;

7. the purchase of the Sale Shares and other transactions as contemplated under the SP Agreement having been approved by the Shareholders in accordance with the requirements under the Listing Rules; and

8. (if required) all requisite waivers, consents and approvals from any relevant governments or regulatory authorities or other relevant third parties in connection with the transactions contemplated by the SP Agreement required to be obtained on the part of the Purchaser having been obtained.

Other than the Conditions (a), (b), (c), (e), (g) and (h) set out above, the Purchaser may waive any of the Conditions at its sole discretion.