Hao Tian Development : Circulars - 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)

If you are in any doubt as to any aspect of the Offers, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Fujian Nuoqi Co., Ltd.*, you should at once hand this Composite Document and the accompanying Forms of Acceptance to the purchaser(s) or to the licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser(s). This Composite Document should be read in conjunction with the accompanying Forms of Acceptance, the provisions of which form part of the terms of the Offers contained herein.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document and the accompanying Forms of Acceptance, make no representation as to their 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 Composite Document and the accompanying Forms of Acceptance.

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)

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

Independent Financial Adviser to the Independent Board Committee

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ''Definitions'' of this Composite Document.

The ''Letter from Altus Investments'' containing, among other things, the details of the terms of the H Share Offer is set out on pages 10 to 23 of this Composite Document. The ''Letter from Hao Tian and Hao Tian China'' containing, among other things, the details of the terms of the Domestic Share Offer is set out on pages 24 to 28 of this Composite Document. The ''Letter from the Board'' is set out on pages 29 to 35 of this Composite Document. The ''Letter from the Independent Board Committee'' containing its advice on the Offers to the Independent Shareholders is set out on pages 36 to 37 of this Composite Document. The ''Letter from CCIC'' containing its opinion on the Offers and its recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 38 to 65 of this Composite Document.

The procedures for acceptance and settlement of the Offers and other related information are set out in Appendix I to this Composite Document and in the accompanying Forms of Acceptance. Acceptances of the H Share Offer should be delivered to and received by the H Share Registrar by no later than 4:00 p.m. on Wednesday, 1 March 2017 or such later time(s) and/or date(s) as Hao Tian Corporation may determine and announce in accordance with the requirements under the Takeovers Code. Documents required to accept the Domestic Share Offer as set out in Appendix I to this Composite Document should be delivered to and received by Hao Tian China and notarised at the designated location set out in the GREEN Form of Acceptance by no later than 4:00 p.m. on Wednesday, 1 March 2017 or such later time(s) and/or date(s) as Hao Tian China may determine and announce in accordance with the requirements under the Takeovers Code. 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 this 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, the 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 this Composite Document.

Persons including, without limitation, custodians, nominees and trustees, who would, or otherwise intend to, forward this Composite Document and/or the accompanying Forms of Acceptance to any jurisdiction outside Hong Kong should read the details in this regard which are contained in the paragraphs headed ''Overseas Shareholders'' of the ''Letter from Altus Investments'' of this Composite Document before taking any action. It is the responsibility of each Overseas Shareholder wishing to accept the Offers to satisfy himself, herself or itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities, regulatory and/or legal requirements. Each Overseas Shareholder is advised to seek professional advice on deciding whether or not to accept the Offers.

This Composite Document will remain on the websites of the Stock Exchange at http://www.hkexnews.hk and the Company at www.nuoqi.com.hk as long as the Offers remain open.

Those holders of Domestic Shares and H Shares who have provided Irrevocable Undertakings in respect of the Domestic Share Offer and the H Share Offer respectively will be provided with a copy of this Composite Document (for information only) but not the accompanying Forms of Acceptance.

* For identification purposes only

8 February 2017

Page

EXPECTED TIMETABLE 1

DEFINITIONS 3

LETTER FROM ALTUS INVESTMENTS 10

LETTER FROM HAO TIAN AND HAO TIAN CHINA 24

LETTER FROM THE BOARD 29

LETTER FROM THE INDEPENDENT BOARD COMMITTEE 36

LETTER FROM CCIC 38

APPENDIX I - FURTHER TERMS AND PROCEDURES

FOR ACCEPTANCE OF THE OFFERS .. ........ ....... ..... I-1 APPENDIX II - FINANCIAL INFORMATION OF THE GROUP .... ....... ..... II-1 APPENDIX III - PROPERTY VALUATION REPORT ....... ........ ....... ..... III-1

APPENDIX IV - GENERAL INFORMATION ....... ....... ........ ....... ..... IV-1

ACCOMPANYING DOCUMENT (AS APPROPRIATE)

• WHITE FORM OF ACCEPTANCE (FOR H SHARE OFFER)

• GREEN FORM OF ACCEPTANCE (FOR DOMESTIC SHARE OFFER)

The expected timetable set out below is indicative only and may be subject to changes. Announcement(s) will be made in the event of any changes to the timetable as and when appropriate. Unless otherwise specified, all the time and date references contained in this Composite Document refer to Hong Kong local time 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 this 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 this 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 this 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 this 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 this 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.

7. Save as mentioned above, if the latest time for the acceptance of the Offers and the posting of remittances does not take effect as stated above, the other dates mentioned above may be affected and the Offerors and the Company will notify the Shareholders by way of announcement(s) on any change to the expected timetable as soon as practicable.