CIFI : CLARIFICATION ANNOUNCEMENT PROPOSED ISSUE OF HK$2,790 MILLION ZERO COUPON GUARANTEED CONVERTIBLE BONDS DUE 2019 UNDER GENERAL MANDATE

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.

This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement and the information contained herein does not constitute or form part of an offer to purchase, subscribe or sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an applicable exemption from such registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and management, as well as financial statements. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. The securities described in this announcement will be sold in accordance with all applicable laws and regulations. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

CIFI Holdings (Group) Co. Ltd.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00884)

CLARIFICATION ANNOUNCEMENT

PROPOSED ISSUE OF

HK$2,790 MILLION ZERO COUPON GUARANTEED CONVERTIBLE

BONDS DUE 2019 UNDER GENERAL MANDATE

Reference is made to the announcement of CIFI Holdings (Group) Co. Ltd. (the "Company") dated 26 January 2018 (the "Announcement"). Unless otherwise defined, terms used in this announcement shall have the same meanings as defined in the Announcement.

The Board would like to supplement the following information to the Shareholders:

• (A) ADJUSTMENT EVENTS TO THE CONVERSION PRICE

  Apart from the adjustment events to the Conversion Price as specified in page 6 of the Announcement, "certain other dilutive events as set out in the Conditions" refer to the events including (i) other offers to the Shareholders under the circumstances which the Company or any of its subsidiaries issues, sells or distributes any securities in connection with which an offer pursuant to which the Shareholders generally are entitled to participate in arrangements whereby such securities may be acquired by them; and (ii) the Change of Control Notice in respect of the occurrence of a Change of Control.

• (B) GENERAL MANDATE TO ISSUE THE CONVERSION SHARES

  The issue of the Bonds and the Conversion Shares is not subject to Shareholders' approval. The Conversion Shares will be issued pursuant to the General Mandate, subject to the original limit of up to 1,362,079,256 Shares (representing 20% of the issued share capital of the Company on the date on which the General Mandate was granted). As at the date of the Announcement, the Company has utilized part of the General Mandate for (i) the allotment and issuance of 135,000,000 new Shares to Ding Chang for the placing and the top-up subscription of new Shares by Ding Chang as announced by the Company on 28 July 2017; and (ii) the allotment and issuance of 545,000,000 new Shares to Ping An of China Asset Management (Hong Kong) Company Limited for its subscription of new Shares as announced by the Company on 27 July 2017 and 10 August 2017. As at the date of the Announcement and this announcement, the Company is permitted to issue up to 682,079,256 new Shares under the General Mandate. The issue of the Conversion Shares fall within the limit of the General Mandate and is not subject to the approval of the Shareholders.

By Order of the Board CIFI Holdings (Group) Co. Ltd.

LIN Zhong

Chairman

Hong Kong, 31 January 2018

As at the date of this announcement, the Board comprises Mr. LIN Zhong, Mr. LIN Wei, Mr.

LIN Feng, Mr. CHEN Dongbiao and Mr. YANG Xin as executive Directors; Mr. ZHOU Yimin as non-executive Director; and Mr. GU Yunchang, Mr. ZHANG Yongyue and Mr. TAN Wee Seng as independent non-executive Directors.