If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Hao Tian Development Group Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 474)
  1. PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
  2. RE-ELECTION OF DIRECTORS; AND
  3. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting ("AGM") of Hao Tian Development Group Limited to be held at Room 2702, 27/F., 200 Gloucester Road, Wan Chai, Hong Kong on Monday, 18 September 2017 at 11:30 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the AGM is enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.haotianhk.com). Whether or not you intend to attend and vote at the AGM or any adjourned meeting (as the case may be) in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for holding such meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

31 July 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Appendix I - Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . . . 7 Appendix II - Details of Retiring Directors 11 Appendix III - Procedures for poll voting 14 Notice of Annual General Meeting 15

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM" the annual general meeting of the Company to be convened and held at Room 2702, 27/F., 200 Gloucester Road, Wan Chai, Hong Kong on Monday, 18 September 2017 at 11:30 a.m., the notice of which is set out on pages 15 to 19 of this circular, or any adjournment thereof

"AGM Notice" the notice convening the AGM which is set out on pages 15 to 19 of this circular

"Articles" the articles of association of the Company as amended from time to time

"associate(s)" has the meaning ascribed thereto under the Listing Rules

"Board" the board of Directors of the Company

"close associate(s)" has the meaning ascribed thereto under the Listing Rules

"Company" Hao Tian Development Group Limited( 昊天發展集團有限 公司), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

"connected person(s)" has the meaning ascribed thereto under the Listing Rules "controlling shareholder(s)" has the meaning ascribed thereto under the Listing Rules "core connected person(s)" has the meaning ascribed thereto under the Listing Rules "Directors" the director(s) of the Company

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Issue Mandate" the general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all the powers to allot, issue and otherwise deal with new Shares in the Company not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution

"Latest Practicable Date" 26 July 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information contained herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time

"Repurchase Mandate" the general and unconditional mandate proposed to be

granted to the Directors at the AGM to repurchase Shares of the Company on the Stock Exchange up to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

"Share(s)" ordinary share(s) of par value of HK$0.01 each in the share capital of the Company

"Shareholder(s)" the shareholder(s) of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited "substantial shareholders" has the meaning ascribed thereto in the Listing Rules

"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong as amended, supplemented or otherwise modified from time to time

"%" per cent

Hao Tian Development Group Limited published this content on 28 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 July 2017 08:53:07 UTC.

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