Noble Century Investment : Memorandum of Understanding

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 offer to acquire, purchase or subscribe for the Shares.

NOBLE CENTURY INVESTMENT HOLDINGS LIMITED

仁 瑞 投 資 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 2322)

MEMORANDUM OF UNDERSTANDING

THE MOU

The Board announces that after the Stock Exchange trading hours on 14 June 2017, the BVI Company, an indirect wholly-owned subsidiary of the Company, entered into the MOU with the Vendor in relation to the possible acquisition of 100% equity interest in the Target Company. The Target Company, through its wholly-owned subsidiaries, is principally engaged in equity investment funds management, equity investment and asset management in the PRC.

Subject to the terms and conditions of the Agreement, the consideration is expected to be satisfied by the BVI Company by way of cash, allotment and issue of new Shares and/or the issue of convertible bonds carrying rights to convert into new Shares, or a combination of any of the above means or by any other kind of consideration.

The Acquisition may or may not proceed. Shareholders and investors are reminded to exercise caution when dealing in the Shares. The Acquisition, if materialises, may constitute a notifiable transaction for the Company under the Listing Rules. Should the Company enter into the Agreement or decide to terminate the MOU or there be any material development on the Acquisition, the Company will inform the Shareholders and investors by way of announcement(s) in accordance with the Listing Rules as and when appropriate.

This announcement is made by the Company pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09 of the Listing Rules.

THE MOU

The Board announces that after the Stock Exchange trading hours on 14 June 2017, the BVI Company, an indirect wholly-owned subsidiary of the Company, entered into the MOU with the Vendor in relation to the Acquisition. Details of the MOU are set out below.

Date

14 June 2017

Parties:

1. the BVI Company, an indirect wholly-owned subsidiary of the Company; and

2. the Vendor.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owner are not connected persons of the Company and are third parties independent of the Company and its connected persons. As at the date of this announcement, the Vendor and its ultimate beneficial owner do not hold any Share or other securities in the Company.

Assets to be acquired

Subject to the parties entering into the Agreement, the Vendor shall sell and the BVI Company or its wholly-owned subsidiary shall acquire 100% equity interest in the Target Company.

The Target Company, through its subsidiaries, is principally engaged in equity investment funds management, equity investment and asset management in the PRC.

Consideration

The consideration for the Acquisition will be subject to further negotiation between the parties to the MOU and is expected to be satisfied by the BVI Company by way of cash, allotment and issue of new Shares and/or convertible bonds carrying rights to convert into new Shares or a combination of any of the above means, or by any other kind of consideration.

Exclusivity period

The Vendor agreed that it will not and will procure that the Target Company, its subsidiaries and their respective directors, officers, employees, representatives and agents will not, directly or indirectly, for a period of six (6) months from the date of the MOU, (i) solicit, initiate or encourage enquiries or offers from; or (ii) initiate or continue negotiations or discussions with or furnish any information to; or (iii) enter into any agreement or statement of intent or understanding with, any person or entity other than the BVI Company with respect to the sale or other disposition of the equity interest in or the sale, subscription, or allotment of any part thereof or any other shares of the Target Company.

The parties shall negotiate in good faith towards one another in ensuring the Agreement be entered into as soon as possible and in any event, on or before the date falling six (6) months from the date of the MOU, or such later date as the parties to the MOU may agree.

Conditions

Completion of the Acquisition is conditional upon, among other things, (i) the Company being satisfied with the results of the due diligence review to be conducted after signing of the MOU on the assets, liabilities, operations and affairs of the Target Group; (ii) the passing by the Shareholders at a special general meeting of the Company to be convened and held of ordinary resolution(s) by poll to approve the Agreement and the transactions contemplated thereunder in accordance with the Listing Rules and the applicable laws and regulations; and (iii) any other conditions agreed by the parties to be included in the Agreement.

Legal effect

The MOU is non-legally binding save for the provisions relating to, among other things, due diligence, exclusivity, confidentiality, costs and governing law and jurisdiction of the MOU.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group is principally engaged in vessel chartering, trading, money lending and finance leasing. The Target Company is an investment holding company incorporated in the British Virgin Islands, which through its wholly-owned subsidiaries, is principally engaged in equity investment funds management, equity investment and asset management in the PRC.

The Board believes that the Acquisition would enhance the professional expertise and business development opportunity in the financial industry for the Group, and further complement the Group's existing finance lease and money lending business. The Company has been identifying suitable investment opportunities to establish a comprehensive and leading financial holdings platform in the PRC. The Board is of the view that the Acquisition would be a stepping stone for attaining the Company's vision.

The Acquisition may or may not proceed. Shareholders and investors are reminded to exercise caution when dealing in the Shares. The Acquisition, if materialises, may constitute a notifiable transaction for the Company under the Listing Rules. Should the Company enter into the Agreement or decide to terminate the MOU or there be any material development on the Acquisition, the Company will inform the Shareholders and investors by way of announcement(s) in accordance with the Listing Rules as and when appropriate.

DEFINITIONS

Unless the context requires otherwise, the capitalised terms used in this announcement shall have the following meanings:

''Acquisition'' the possible acquisition by the BVI Company of 100%

equity interest in the Target Company from the Vendor and/or other beneficial owner(s) of the Target Company

''Agreement'' the formal sale and purchase agreement which may or may not be entered into in relation to the Acquisition

''Board'' the board of Directors

''Business Day'' a day (other than a Saturday or a Sunday or public holiday)

on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

''BVI Company'' Noble Century Investments Limited, a company

incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company

''Company'' Noble Century Investment Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Stock Exchange (stock code: 2322)

''connected person'' has the meanings as ascribed under the Listing Rules

''Director(s)'' director(s) of the Company

''Group'' the Company and its subsidiaries

''Hong Kong'' Hong Kong Special Administrative Region of the PRC

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock

Exchange

''MOU'' the memorandum of understanding dated 14 June 2017 entered into between the BVI Company and the Vendor setting out preliminary understanding in relation to the Acquisition

''PRC'' the People's Republic of China, which for the purpose of this announcement excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

''Share(s)'' ordinary share(s) of HK$0.02 each in the issued share capital of the Company