Hao Tian Development : Circulars - Connected Transaction Involving Allotment and Issuance of New Shares to Director and Notice of Extraordinary General Meeting

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: 00474) CONNECTED TRANSACTION INVOLVING ALLOTMENT AND ISSUANCE OF NEW SHARES TO DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 14 of this circular. A letter from the Independent Board Committee containing its recommendation is set out on pages 15 to 16 of this circular. A letter from the Independent Financial Adviser containing its adviser and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 35 of this circular.

A notice convening the extraordinary general meeting of Hao Tian Development Group Limited to be held at the Room 2702, 27/F., 200 Gloucester Road, Wan Chai, Hong Kong on Friday, 17 February 2017, at 10:30 a.m. is set out on pages 42 to 43 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed. Whether or not you intend to attend and vote at the extraordinary general meeting 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 adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

26 January 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Letter from the Independent Board Committee 15 Letter from Central China 17 Appendix I - General Information 36 Appendix II - Procedures for Poll Voting 41 Notice of Extraordinary General Meeting 42

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

"Announcement" the announcement of the Company dated 26 September 2016 in relation to (i) the entering into of the Services Agreement between the Company and Mr. Fok; and (ii) allotment and issuance of Emolument Shares to Mr. Fok

"Board" the board of Directors of the Company

"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" has the same meaning as ascribed to it under the Listing Rules

"Directors" the director(s) of the Company

"EGM" an extraordinary general meeting of the Company to be convened and held at Room 2702, 27/F, 200 Gloucester Road, Wan Chai, Hong Kong at 10:30 a.m. on 17 February 2017 to consider and, if thought fit, approve the Services Agreement and the allotment and issuance of Emolument Shares to Mr. Fok

"Emolument Shares" the allotment and issuance of 36,452,004 Shares to Mr. Fok

pursuant to the Services Agreement

"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

"Independent Board Committee" the Board committee comprising all independent non-

executive directors of the Company, which has been established to give advice to the Independent Shareholders in respect of the Services Agreement

"Independent Financial Advisor" or "Central China"

Central China International Capital Limited, a licensed corporation under the SFO to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities and the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Services Agreement

"Independent Shareholders" the Shareholders who are independent of, and not

connected with, Mr. Fok and his associates and are not required to abstain from voting at the EGM

"Latest Practicable Date" 23 January 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

"Mr. Fok" Mr. Fok Chi Tak, being the executive Director of the Company

"PRC" the People's Republic of China

"Services Agreement" the services agreement entered into between the Company

and Mr. Fok on 26 September 2016, pursuant to which the Company agrees to engage Mr. Fok and Mr. Fok agrees to accept the appointment of the executive Director of the Company for a term of three years commencing from 27 September 2016

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" ordinary share(s) of the Company

"Share Award Scheme" the share award scheme of the Company adopted by the

Board on 27 September 2013