Hao Tian Development : Major Transaction Acquisition of 75% Equity Interest in the Target Company

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser for independent advice. 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, stockbroker, or other agent through whom the sale or transfer 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 howsoever 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) MAJOR TRANSACTION ACQUISITION OF 75% EQUITY INTEREST IN THE TARGET COMPANY

A letter from the Board is set out on pages 5 to 14 of this circular.

12 May 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 APPENDIX I - FINANCIAL INFORMATION OF THE GROUP 15 APPENDIX II - FINANCIAL INFORMATION OF THE TARGET GROUP 19 APPENDIX III - UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP 92 APPENDIX IV - GENERAL INFORMATION 101

In this circular and the appendices to it, unless the context otherwise requires, the following terms and expressions have the following meanings:

"Acquisition" the acquisition of the Sale Shares by the Purchaser pursuant to the SP Agreement;

"Announcement" the announcement of the Company dated 16 January 2017 regarding the Acquisition;

"Applicable Laws" any constitutions, enactments, ordinances, regulations, orders, administrative or judicial notices, judgments, common law, treaties and any other legislations or laws of any relevant jurisdictions;

"Board" the board of Directors;

"Business Day(s)" a day on which the Stock Exchange is open for the transaction of business;

"BVI" the British Virgin Islands;

"Company" Hao Tian Development Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange (stock code:474);

"Completion" the completion of the SP Agreement;

"Completion Date" the third Business Day after the fulfillment (or waiver) of last of the Conditions of the SP Agreement or such other date as the Vendor and the Purchaser may agree, being 6 February 2017;

"Conditions" the conditions precedent to the Completion;

"connected person(s)" has the meaning as ascribed to it under the Listing Rules; "Director(s)" the directors of the Company;

"Encumbrances" a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect;

"Enlarged Group" the Group and the Target Group upon Completion;

"Executive" the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director;

"Facilities" the loan facilities of up to HK$495,000,000 with interest rate of prime rate plus 3% per annum provided by Haitong International Securities to the Purchaser on 16 January 2017, which is secured by the Share Charge and a corporate guarantee given by the Company and is available for 120 days from the date of the Facilities (or another date as specified in the facility agreement);

"Group" the Company and its subsidiaries;

"Haitong International Securities"

Haitong International Securities Company Limited, a fellow subsidiary of Haitong International Capital, and is a licensed corporation to carry out Type 1 (dealing in securities), Type 3 (leveraged foreign exchange trading) and Type 4 (advising on securities) regulated activities under the SFO, being the agent making the Share Offer on behalf of the Offeror;

"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;

"Latest Practicable Date" 9 May 2017, being the latest practicable date for the purpose

of ascertaining certain information contained herein;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

"Long Stop Date" the 30th calendar day immediately following the date of the SP Agreement, or another date as agreed by the parties to the SP Agreement in writing;

"Offer Share(s)" Issued share(s) in the Target Company other than those shares in the Target Company already owned or agreed to be acquired by the Purchaser and parties acting in concert with it;

"percentage ratios" as defined in the Listing Rules;

"PRC" People's Republic of China, excluding Hong Kong, the Macau Special Administrative Region and Taiwan for the purpose of this circular;

"Purchaser" or "Offeror" Hao Tian Management (China) Limited, a company

incorporated in Hong Kong with limited liability, which is an indirectly wholly-owned subsidiary of the Company;

"RMB" Renminbi, the lawful currency of Hong Kong;

"Sale Shares" the 750,000,000 Target Shares, representing approximately 75.00% of the total issued share capital of the Target Company as at the date of the Announcement;

"SFC" the Securities and Futures Commission of Hong Kong;

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

"Share Charge" the share charge given by the Purchaser in respect of (i) 750,000,000 Sale Shares that it will hold in the Target Company immediately after Completion in favour of Haitong International Securities; and (ii) the Offer Share(s) it will acquire through the Share Offer pursuant to the Facilities;

"Shareholder(s)" holders of the share(s) in the Company;

"Share Offer" the mandatory unconditional cash offer to be made by Haitong International Securities for and on behalf of the Purchaser to acquire all of the issued Target Shares in the entire share capital of the Target Company (other than those Target Shares already owned or agreed to be acquired by the Purchaser and parties acting in concert with it);

"SP Agreement" the agreement dated 16 January 2017 entered into by the Vendor, the Warrantor and the Purchaser for the sale and purchase of the Sale Shares;

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"Takeovers Code" The Code on Takeovers and Mergers published by the SFC, as amended, supplemental or otherwise modified from time to time;

"Target Company" Clear Lift Holdings Limited, a company incorporated under the laws of the Cayman Islands, the shares of which are listed on the Stock Exchange (stock code: 1341);

"Target Group" the Target Company and its subsidiaries;

"Target Shares" the ordinary share(s) of HK$0.01 each in the share capital of the Target Company;

"Vendor" Tang J F T Company Limited, a company incorporated in the BVI with limited liability and the owner of the Sale Shares where Mr. Tang Kwok Kan holds 90.04% equity interest in it, being its largest ultimate beneficial owner;

"Warrantor" Tang Yiu Chi James, the sole director of the Vendor and a director of the Target Company as at the date of the Announcement; and

"%" per cent.

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

Executive Directors

Mr. Xu Hai Ying

Dr. Zhiliang Ou, J.P. (Australia)

Mr. Fok Chi Tak

Independent non-executive Directors

Mr. Chan Ming Sun, Jonathan Mr. Lam Kwan Sing

Mr. Lee Chi Hwa, Joshua

Registered office: Cricket Square, Hutchins Drive,

P.O. Box 2681

Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong:

Rooms 4917-4932, 49/F.,

Sun Hung Kai Centre,

30 Harbour Road, Wan Chai, Hong Kong

12 May 2017

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION ACQUISITION OF 75% EQUITY INTEREST IN THE TARGET COMPANY INTRODUCTION

Reference is made to the Announcement in relation to the SP Agreement. On 16 January 2017 (after trading hours of the Stock Exchange), the Purchaser, the Vendor and the Warrantor entered into the SP Agreement in relation to the Acquisition.

Completion took place on 6 February 2017. The Target Company has become a subsidiary of the Company.

The purpose of this circular is to provide you with, among other things, further details of the Acquisition, and other information as required under the Listing Rules.

SP AGREEMENT

Parties :	(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

Subject matter

Pursuant to the SP Agreement, the Purchaser 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 the Announcement, free from all Encumbrances thereto as at the Completion Date.

Immediately after the Completion, the Purchaser (by itself or through its nominee(s)) held 750,000,000 Target Shares.

Consideration for the Sale Shares and basis of determination

The aggregate consideration for the Sale Shares is HK$592,500,000, equivalent to approximately HK$0.79 per Sale Share and was fully settled upon Completion. The aggregate consideration was arrived at after arm's length negotiations between the Purchaser and the Vendor with reference to the trend of closing prices of the shares in the Target Company as quoted on the Stock Exchange.

The HK$0.79 per Sale Share represents:

1. a discount of approximately 12.22% to the closing price of HK$0.90 per share in the Target Company as quoted on the Stock Exchange on 16 January 2017; and

2. a premium of approximately 17.91% to the closing price of HK$0.67 per share in the Target Company as quoted on the Stock Exchange on the Latest Practicable Date.

The Purchaser financed the consideration payable by the Purchaser under the SP Agreement by internal resources and the Facilities.

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 might waive any of the Conditions at its sole discretion.

Completion is conditional upon all the Conditions being fulfilled (or, where applicable, waived) at or before 12:00 noon (Hong Kong time) of the Long Stop Date. Completion shall take place on the third Business Day after the day on which the last of the Conditions is fulfilled (or, otherwise waived) or such other date as the parties to the SP Agreement may agree.

In the event that the Conditions are not fulfilled (or waived in accordance with the terms of the SP Agreement) at or before 12:00 noon (Hong Kong time) of the Long Stop Date, the SP Agreement shall lapse and be of no further effect (save for the confidentiality and other general provisions under the SP Agreement which shall continue to take effect), and no party to the SP Agreement shall have any liability and obligation to the other parties, save in respect of any antecedent breaches of the SP Agreement.

Completion

The Completion took place on 6 February 2017.

Upon Completion, the Target Company became an indirect subsidiary of the Group and the financial results of the Target Group would be consolidated into the Group's financial information.

INFORMATION ABOUT THE PURCHASER AND THE GROUP

The Purchaser is an investment holding company incorporated in Hong Kong with limited liability, and is an indirect wholly-owned subsidiary of the Company.

The Company is an investment holding company. As at the date of this Circular, the Group is principally engaged in the business of financial services, securities investment, trading of futures, logistics and warehousing, rental and trading of construction machinery.

INFORMATION ABOUT THE VENDOR AND THE WARRANTOR

The Vendor is a company incorporated in the BVI and is principally engaged in investment holding. The Warrantor, a resident in Hong Kong, is the sole director of the Vendor and a director of the Target Company.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Vendor, its ultimate beneficial owners and the Warrantor are third parties independent of the Company and its connected persons.

INFORMATION ABOUT THE TARGET GROUP

The Target Company is a company incorporated in the Cayman Islands with limited liability and its Shares have been listed on the Stock Exchange since 10 December 2015. The Target Group is principally engaged in the construction machinery business, serving primarily the construction sector in Hong Kong. The Target Group's principal activities include (i) rental of construction machinery, such as crawler cranes, aerial platforms and foundation equipment; (ii) trading of new or used construction machinery and parts; and (iii) provision of machinery transportation services.

Financial information of the Target Group

Set out below are certain audited consolidated financial information of the Target Company for the two years ended 31 December 2015 and 2016 respectively as extracted from the audited financial statements of the Target Group set out in Appendix II:

For the year ended 31 March

2015 HK$'000	2016 HK$'000
Profit/(loss) before income tax	31,336	(11,983)
Profit/(loss) and total comprehensive income/(expense)	24,364	(11,245)
As at 31 March
2015 HK$'000	2016 HK$'000
Total assets	464,130	390,785
Net assets	238,441	243,841

FINANCIAL EFFECTS OF THE ACQUISITION

Upon Completion, the Target Company will become an indirect non-wholly owned subsidiary of the Group and accordingly, the financial results of the Target Company will be consolidated into the Group's consolidated financial statements.

Effects on assets and liabilities

As set out in the unaudited pro forma financial information on the Enlarged Group in Appendix III to this circular, had the Acquisition been completed on 30 September 2016, the total assets of the Enlarged Group would have been increased by approximately HK$215.5 million from approximately HK$7,229.6 million as at 30 September 2016 to approximately HK$7,445.1 million, and total liabilities of the Enlarged Group would have been increased by approximately HK$159.0 million from approximately HK$1,425.3 million as at 30 September 2016 to approximately HK$1,584.3 million.