Golden Wheel Tiandi : DISCLOSEABLE TRANSACTION ACQUISITION OF SHARES OF XIAMEN INTERNATIONAL BANK

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GOLDEN WHEEL TIANDI HOLDINGS COMPANY LIMITED

金 輪 天 地 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1232) DISCLOSEABLE TRANSACTION ACQUISITION OF SHARES OF XIAMEN INTERNATIONAL BANK

The Board is pleased to announce that on 28 August 2017, Yangzhou Golden Wheel, a wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with Huarui Century Holdings for the acquisition of the Acquisition Shares, representing approximately 0.119% of the total issued shares in Xiamen International Bank upon completion of the Acquisition at a consideration of RMB49 million (approximately HK$57.8 million). The Group, through Zhuzhou Golden Wheel, has previously subscribed for 4,000,000 newly issued shares in Xiamen International Bank at a consideration of RMB12.4 million (approximately HK$14.6 million) on 31 December 2015 (the "2015 Subscription") and through Nanjing Jade, has previously subscribed for 20,000,000 newly issued shares in Xiamen International Bank at a consideration of RMB96 million (approximately HK$113.3 million) on 30 December 2016 (the "2016 Subscription"). Upon completion of the Acquisition, the Group will hold a total of 34,000,000 shares (representing approximately 0.405% of the total issued shares) of Xiamen International Bank.

As one or more of the applicable percentage ratio(s) (as defined in Rule 14.07 of the Listing Rules) for the Acquisition (by itself and when aggregated with the 2015 Subscription and the 2016 Subscription under Rule 14.22 of the Listing Rules) exceed 5% but are all under 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but is exempt from the requirement of Shareholders' approval under Chapter 14 of the Listing Rules.

INTRODUCTION

The Board is pleased to announce that on 28 August 2017, Yangzhou Golden Wheel, a wholly- owned subsidiary of the Company, entered into the Sale and Purchase Agreement with Huarui Century Holdings to acquire the Acquisition Shares at a consideration of RMB49 million (approximately HK$57.8 million). Completion of the Acquisition will take place within three working days after the approval of the Acquisition by Xiamen International Bank.

DETAILS OF THE SALE AND PURCHASE AGREEMENT

Date: 28 August 2017

Parties: (1) Yangzhou Golden Wheel (as purchaser)

(2) Huarui Century Holdings (as vendor)

Huarui Century Holdings is an investment company incorporated under the laws of the PRC. As at the date of this announcement, based on the information provided by Huarui Century Holdings and to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Huarui Century Holdings and its ultimate beneficial owners are third parties independent of the Company and its connected persons. Further details of Huarui Century Holdings are set out in the paragraph headed "Information of the Parties" below.

Number of Acquisition Shares:

10,000,000 shares in Xiamen International Bank

Nominal Value: RMB1.0 per share

Purchase Price: RMB4.9 per share

Consideration: RMB49 million (approximately HK$57.8 million)

Condition Precedent for the Acquisition Shares

Completion of the Sale and Purchase Agreement is subject to the condition precedent that Xiamen International Bank shall have performed all necessary corporate actions to approve the transfer of the Acquisition Shares from Huarui Century Holdings to Yangzhou Golden Wheel.

The Acquisition Shares

The Acquisition Shares are ordinary shares with nominal value of RMB1.00 each in Xiamen International Bank. The Acquisition Shares represent approximately 0.119% of the total issued shares of Xiamen International Bank upon completion of the Acquisition.

The Consideration

The consideration for the Acquisition Shares at RMB49 million (approximately HK$57.8 million) was determined after arm's length negotiations between the Yangzhou Golden Wheel and Huarui Century Holdings with reference to the valuation and business prospects of Xiamen International Bank. The Directors consider that the consideration for the Acquisition Shares is fair and reasonable and in the interest of the Company and the Shareholders taken as a whole. The Company intends to use its internal resources to settle the consideration for the Acquisition Shares.

REASONS FOR AND BENEFITS OF THE ACQUISITION

To maximise the interests for the Shareholders and enhance the utilisation of idle funds of the Company, the Company will continue to look for suitable investment opportunities with steady income and return. The Acquisition is a long term investment. The Company considers that the Acquisition will improve the capital usage efficiency and earn stable investment return to the Group.

The Directors consider that the Acquisition is in line with the business objective of the Group. The Directors further consider that the Acquisition is in the interests of the Company and its Shareholders as a whole and the terms of the Sale and Purchase Agreement are on normal commercial terms and are fair and reasonable.

INFORMATION OF THE PARTIES

The Company and the Group

The Company is a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange. The principal business of the Company is investment holding. The Group is principally engaged in commercial and residential property development, property investment and property management in the PRC.

Nanjing Jade

Nanjing Jade is a company incorporated in the PRC and is a wholly-owned subsidiary of the Company. The principal business of Nanjing Jade is property development and property leasing in the PRC.

Zhuzhou Golden Wheel

Zhuzhou Golden Wheel is a company incorporated in the PRC and is a wholly-owned subsidiary of the Company. The principal business of Zhuzhou Golden Wheel is property leasing and management in the PRC.

Yangzhou Golden Wheel

Yangzhou Golden Wheel is a company incorporated in the PRC and is a wholly-owned subsidiary of the Company. The principal business of Yangzhou Golden Wheel is property development and property leasing in the PRC.