Hao Tian Development : MAJOR TRANSACTION DISPOSALS OF LISTED SECURITIES

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.

MAJOR TRANSACTION

DISPOSALS OF LISTED SECURITIES

THE DISPOSALS

The Board announces that on 16 March 2020, the Company, through two subsidiaries, entered into the Sale and Purchase Agreements with the Purchaser for the disposal of an aggregate of 2,833,901,650 Sale Shares, representing approximately 11.59% of the issued share capital of CSFG as at the date of this announcement, at the sale price of HK$0.285 per Sale Share for an aggregate consideration of approximately HK$807,661,970.

IMPLICATION UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the Disposals exceed 25%, but are all less than 100%, the Disposals constitutes a major transaction for the Company under the Listing Rules, and is therefore subject to reporting, announcement and shareholders' approval requirements pursuant to Chapter 14 of the Listing Rules.

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To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholders or any of their respective associates have any material interest in the Disposals. As such, no Shareholders would be required to abstain from voting in favour of the resolution approving the Disposals. As at the date of this announcement, the Relevant Shareholders, being a closely allied group of Shareholders, control an aggregate of 3,192,395,115 Shares, which represents approximately 52.40% of the Company's issued share capital and voting rights in the Company's general meeting and written Shareholders' approval for the Disposals has been obtained from the Relevant Shareholders. Accordingly, pursuant to Rule 14.44 of the Listing Rules, such written Shareholders' approval may be accepted in lieu of holding a general meeting of the Company to approve the terms of, and the transactions contemplated, under the Sale and Purchase Agreements upon satisfaction of the conditions set out under Rule 14.44 of the Listing Rules.

A circular containing, among other information, further details of the Disposals and other information as required under the Listing Rules will be despatched to the Shareholders on or before 17 April 2020 as more time is required for the preparation of the information for inclusion in the circular.

Since Completion is subject to the fulfillment of the conditions as set out in the Sale and Purchase Agreements, the Disposals may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

INTRODUCTION

The Board announces that on 16 March 2020, the Company, through two subsidiaries, entered into the Sale and Purchase Agreements with the Purchaser for the disposal of an aggregate of 2,833,901,650 Sale Shares representing approximately 11.59% of the issued share capital of CSFG as at the date of this announcement at the sale price of HK$0.285 per Sale Share for an aggregate consideration of approximately HK$807,661,970.

The principal terms of the Sale and Purchase Agreements are set out below:

THE SALE AND PURCHASE AGREEMENTS

Hao Tian Management (Hong Kong) Limited, a subsidiary of the Company, as vendor, and the Purchaser entered into a Sale and Purchase Agreement on 16 March 2020 (after trading hours) for the sale and purchase of 2,756,089,650 Sale Shares.

Glory Century Limited, a subsidiary of HTICI and an indirect subsidiary of the Company, as vendor, and the Purchaser entered into a Sale and Purchase Agreement on 16 March 2020 (after trading hours) for the sale and purchase of 77,812,000 Sale Shares.

To the best knowledge, information and belief of the Directors having make all reasonable enquiries, the Purchaser and its ultimate beneficial owners are independent third parties of the Company and its connected persons (as defined in the Listing Rules).

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Subject of the Disposals

An aggregate of 2,833,901,650 Sale Shares, representing approximately 11.59% of the issued share capital of CSFG as at the date of this announcement, to be disposed by the two subsidiaries of the Company, subject to the terms and conditions of the Sale and Purchase Agreements.

The Sale Shares shall be acquired by the Purchaser free from all encumbrances as at the Completion Date together with all rights attached thereto including all dividends and distributions declared, made or paid after payment of the Consideration under the Sale and Purchase Agreements in full.

Consideration

Pursuant to the terms of the Sale and Purchase Agreements, the Consideration of HK$807,661,970 shall be payable by the Purchaser in cash on the Completion Date.

Conditions Precedent

Completion of each Sale and Purchase Agreement shall be conditional upon and subject to the fulfilment and satisfaction of the following conditions precedent:

1. the Purchaser having deposited an amount of not less than the aggregate Consideration into its designated securities account;
2. all the statements and warranties set out in the Sale and Purchase Agreement remaining complete, true and correct as at the Completion Date and as if repeated at all time between the date of the Sale and Purchase Agreement and the Completion Date;
3. there are no orders, statutes, injunctions or administrative directives formulated by a competent court or any government or legal authority, and there are no enacted or valid statutory laws, regulations, rules or other requirements that restrict, prohibit or invalidate the Sale and Purchase Agreement;
4. there are no potential or threatened lawsuit or proceeding in connection with the sale or purchase of Sale Shares in which a third party seeks to restrict or prohibit or declare invalid or claim substantial damages in any court or government authority;
5. prior to the Completion Date, the existing listed shares of CSFG have not be withdrawn, its shares continue to trade on the Stock Exchange (except for the temporary suspension due to any announcement in relation to the merger and acquisition or financing transaction made by CSFG), and the Stock Exchange and the Securities and Futures Commission have not expressed their opposition to maintain the listing status of its shares due to the transaction; and
6. prior to the Completion Date, no event or series of events, either individually or collectively, will have a significant adverse effect on the business or financial conditions of any member of the CSFG Group.

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Each party shall use its best endeavors to procure the fulfillment of conditions. If the above conditions precedent have not been fulfilled within seven trading days after the date of the Sale and Purchase Agreement, the Sale and Purchase Agreement shall be terminated (other than clauses relating confidentiality, notice, legal validity and governing law and jurisdiction). Save in respect of any antecedent breaches, the parties shall not be responsible for any liabilities and obligations.

Completion

Upon fulfilment or waiver (as the case may be) of all the conditions set out in the subsection headed ''Conditions Precedent'' above, Completion shall take place on the Completion Date.

INFORMATION ON THE CSFG GROUP

CSFG is a company duly incorporated under the laws of Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange (stock code: 412).

As disclosed in the interim report of CSFG for the six months ended 30 June 2019, CSFG is an investment holding company. The CSFG Group is principally engaged in the provision of financial services, including financial leasing, provision of finance, asset management, operation of an asset trading platform, financial investments, financial technology and related financial services.

Financial information of the CSFG Group

Set out below is the summary of the key financial information of the CSFG Group based on the audited financial statements of the CSFG Group for the two years ended 31 March 2017 and 2018 and for the nine months ended 31 December 2018:

			For the
	For the	For the	nine months
	year ended	year ended	ended
	31 March	31 March	31 December
	2017	2018	2018
	HK$'000	HK$'000	HK$'000
	(approximately)	(approximately)	(approximately)
Net profit/(loss) before tax	190,798	726,252	(748,324)
Net profit/(loss) after tax	159,356	670,725	(691,176)
Total assets	4,735,830	14,414,673	13,377,465
Net assets	3,186,669	5,844,824	4,878,246

INFORMATION ABOUT THE PURCHASER

The Purchaser is a company incorporated in the British Virgin Islands with limited liability and is principally engaged in investment holding.

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REASONS FOR AND BENEFITS OF THE DISPOSALS AND USE OF PROCEEDS

As at the date of this announcement, the principal activities of the Group include: (i) money lending; (ii) securities investment; (iii) provision of commodities and securities brokerage service; (iv) rental and trading of construction machinery; (v) property leasing; and (vi) asset management.

The Directors expect to recognise an unaudited loss of approximately HK$2,732,000 (including transaction expenses) from the Disposals which is calculated on the basis of the difference between the fair value of the Sale Shares as of 31 March 2019 and the selling price of the Sale Shares (including transaction costs).

The Directors consider that the Disposals represent an opportunity of the Group to realise its investment in CSFG at a market price and to re-allocate resources for the development of other business of the Group or for general working capital of the Group.

Having considered the factors set out above, the Directors are of the view that the Disposals were made on normal commercial terms and are fair and reasonable and are in the interest of the Company and its Shareholders as a whole.

As none of the Directors has a material interest in the Disposals, and therefore no Director is required to abstain from voting on the relevant board resolutions approving the Disposals.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the Disposals exceed 25%, but are all less than 100%, the Disposals constitutes a major transaction for the Company under the Listing Rules, and is therefore subject to reporting, announcement and shareholders' approval requirements pursuant to Chapter 14 of the Listing Rules.

To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholders or any of their respective associates have any material interest in the Disposals. As such, no Shareholders would be required to abstain from voting in favour of the resolution approving the Disposals. As at the date of this announcement, the Relevant Shareholders, being a closely allied group of Shareholders, control an aggregate of 3,192,395,115 Shares, which represents approximately 52.40% of the Company's issued share capital and voting rights in the Company's general meeting and written Shareholders' approval for the Disposals has been obtained from the Relevant Shareholders. Accordingly, pursuant to Rule 14.44 of the Listing Rules, such written Shareholders' approval may be accepted in lieu of holding a general meeting of the Company to approve the terms of, and the transactions contemplated, under the Sale and Purchase Agreements upon satisfaction of the conditions set out under Rule 14.44 of the Listing Rules.

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The Relevant Shareholders are as follows:
			Approximate
	Number of	percentage
Name	Shares held	shareholding
			(Note 1)
Ms. Li Shao Yu	130,810,342		2.14
Asia Link Capital Investment Holdings Limited (Note 2)	3,061,584,773		50.26
Total	3,192,395,115		52.40

Notes:

1. The percentage was calculated based on 6,091,886,805 issued Shares as at the date of this announcement.
2. Asia Link Capital Investment Holdings Limited is beneficially owned by Ms. Li ShaoYu.

A circular containing, among other information, further details of the Disposals and other information as required under the Listing Rules will be despatched to the Shareholders on or before 17 April 2020 as more time is required for the preparation of the information for inclusion in the circular.

Since Completion is subject to the fulfillment of the conditions as set out in the Sale and Purchase Agreements, the Disposals may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and phrases have the following meanings:

''Board''	the board of Directors
''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 (stock code: 474)
''Completion''	the completion of the Disposals in accordance with the
	terms and conditions of the Sale and Purchase Agreements
''Completion Date''	any day within two trading days following the fulfillment of
	the Conditions Precedent (or such other date as the parties
	to the relevant Sale and Purchase Agreement may agree in
	writing)
''Consideration''	the total consideration in the sum of HK$807,661,970
	payable by the Purchaser for the Disposals in cash under
	the Sale and Purchase Agreements

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''connected person(s)'' ''CSFG''

''CSFG Group''

''Directors'' ''Disposals''

''Group'' ''HK$'' ''HTICI''

''Hong Kong''

''Listing Rules''

''Purchaser''

''Relevant Shareholders''

''Sale and Purchase Agreement(s)''

''Sale Shares''

has the meanings ascribed to it under the Listing Rules

China Shandong Hi-Speed Financial Group Limited (中國山 東高速金融集團有限公司), a company duly incorporated under the laws of Bermuda and whose ordinary shares are listed on the Stock Exchange (stock code: 412)

collectively, CSFG and its subsidiaries as of the date of this announcement

the directors of the Company

1. the disposal of 2,756,089,650 Sale Shares by Hao Tian Management (Hong Kong) Limited, a limited company incorporated in Hong Kong and in principally engaged in investment holding and provision of management services to the Group; and (ii) the disposal of 77,812,000 Sale Shares by Glory Century Limited, a limited company incorporated in Hong Kong and in principally engaged in investment holding and provision of management services to HTICI and its subsidiaries

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

Hao Tian International Construction Investment Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the Main Board of the Stock Exchange (stock code: 1341) and as at the date of this announcement, the Company holds indirectly 67.05% of the issued shares of HTICI

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

The Rules Governing the Listing of Securities on the Stock Exchange

JS High Speed Limited

Asia Link Capital Investment Holdings Limited and Ms. Li Shao Yu

any one or all the sale and purchase agreements in respect of the Disposals dated 16 March 2020

a total of 2,833,901,650 Sale Shares in CSFG, representing approximately 11.59% of the total issued share capital of CSFG as at the date of the announcement

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''Shares''	ordinary shares in the share capital of the Company
''Shareholders''	the shareholders of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''%''	per cent

By order of the Board

Hao Tian Development Group Limited

Fok Chi Tak

Executive Director

Hong Kong, 16 March 2020

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Xu Haiying, Dr. Zhiliang Ou, JP (Australia) and Mr. Fok Chi Tak and three independent non-executive Directors, namely Mr. Chan Ming Sun Jonathan, Mr. Lam Kwan Sing and Mr. Lee Chi Hwa, Joshua.

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