Wang Tai : Announcements and Notices - (A) UPDATE IN RELATION TO (I) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION; (II) REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION; (III) ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE; (IV) PROPOSED APPOINTMENT OF ADDITIONAL DIRECTORS; (V) POSSIBLE PLACING OF NEW SHARES UNDER SPECIFIC MANDATE; (VI) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND (VII) APPLICATION FOR WHITEWASH WAIVER (B) EXTENSION OF LONG STOP DATE (C) FURTHER DELAY IN DESPATCH O

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This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

Wang Tai Holdings Limited

宏太控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1400)

1. MONTHLY UPDATE IN RELATION TO
2. VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION;
3. REVERSE TAKEOVER INVOLVING A NEW LISTING APPLICATION;
4. ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE;
5. PROPOSED APPOINTMENT OF ADDITIONAL DIRECTORS;
6. POSSIBLE PLACING OF NEW SHARES UNDER SPECIFIC MANDATE;
7. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND
8. APPLICATION FOR WHITEWASH WAIVER
9. EXTENSION OF LONG STOP DATE
10. FURTHER DELAY IN DESPATCH OF CIRCULAR

References are made to the announcement of Wang Tai Holdings Limited (the "Company") dated 13 March 2017 (the "Initial Announcement") in relation to, among other things, a very substantial acquisition and connected transaction and a proposed reverse takeover involving a new listing application and a whitewash waiver application, the update announcement of the Company dated 21 March 2017, the announcement of the Company dated 3 April 2017 in relation to the delay in despatch of the circular in relation to the Transactions (the "Delay in Despatch Announcement"), the monthly update announcement of the Company dated 2 May 2017 and the monthly update announcement of the Company dated 2 June 2017 (the "June Update Announcement") (collectively, the "Announcements"). Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

MONTHLY UPDATE

The Company wishes to update its Shareholders and potential investors on progress relating to the Transactions that have taken place from 2 June 2017 up to the date of this announcement, as follows:

As set out in the June Update Announcement, for the purposes of facilitating Completion, the Parties agreed to use their best efforts to (i) submit the new listing application on or before 31 March 2017 (or such other date as may be agreed by the Purchaser and Vendor A) (ii) issue and despatch the Circular in accordance with the requirements under the Listing Rules and the Takeovers Code on or before 30 June 2017 (or such other date as may be agreed by the Purchaser and Vendor A). As at the date of this announcement, none of the relevant materials regarding the new listing application has been submitted to the Stock Exchange. The new listing application process has been postponed and the Purchaser and Vendor A have agreed to extend the time for

(i) submitting the new listing application from a date falling on or before 31 March 2017 to a date falling on or before 30 October 2017 (or such other date as may be agreed by the Purchaser and Vendor A) and (ii) issuing and despatching the Circular on or before 31 December 2017 (or such other date as may be agreed by the Purchaser and Vendor A).

Further, the Company has been informed by the Target Company that the Target Company entered into a legally binding term sheet (the "Term Sheet") with ChaoShang Financial Holding Limited (潮商集團有限公司) （the "Investor" ), an independent third party who does not have any relationship with the Vendors other than business relationships in connection with the transactions contemplated under the Term Sheet, on 28 June 2017, pursuant to which the Investor will subscribe

for and the Target Company will issue a secured floating rate note in the principal amount of HK$700,000,000 due 2019 (the "Note") for the purposes of financing the operation of the iron ore mines at the Eruu Gol Mining Area in Mongolia and the professional fees and expenses incurred or to be incurred in connection with the Transactions. Subsequent to completion of the Transactions, the Target Company intends that the Note will be repaid upon maturity through the allotment and issue of Shares representing 2.3% of the then issued share capital of the Company (or other percentage as may be agreed by the Target Company and the Investor in writing). It is expected that the Target Company and the Investor will enter into definitive agreements in respect of the Note by August 2017.

To the best knowledge, information and belief of the Directors after making all reasonable enquiry, none of the Investor or its ultimate beneficial owners holds any Shares or other securities of the Company as at the date of this announcement.

EXTENSION OF LONG STOP DATE

As disclosed in the Initial Announcement, completion of the Acquisition is conditional upon the satisfaction (or, if applicable, the waiver) of a number of conditions precedent set out in the Sale and Purchase Agreements. If any of the conditions precedent has not been fulfilled (or, if applicable, waived by the Purchaser) on or before 31 July 2017 (or such later date as may be agreed between the Purchaser and Vendor A), the Purchaser may terminate the Sale and Purchase Agreements.

The Company wishes to inform the Shareholders that, as additional time is required for the fulfillment of the relevant conditions precedent, the Purchaser and Vendor A have entered into an agreement to extend the long stop date of the fulfillment of the conditions precedent under the Sale and Purchase Agreements from 31 July 2017 to 31 March 2018 (or such later date as may be agreed between the Purchaser and Vendor A).

FURTHER DELAY IN DESPATCH OF CIRCULAR

As disclosed in the Delay in Despatch Announcement, the Circular containing, among other things,

(i) further details of the Transactions; (ii) further information about the Whitewash Waiver; (iii) a letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the Transactions and the Whitewash Waiver; (iv) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Transactions and the Whitewash Waiver; (v) financial information of the Target Group and of the Enlarged Group; (vi) information relating to the appointment of additional Directors; and (vii) a notice of the EGM and a form of proxy, was expected to be despatched to the Shareholders on or before 30 June 2017.

As additional time is required for the Company to prepare and finalise certain information for inclusion in the Circular, it is expected that the date of dispatch of the Circular will be further postponed to a date falling on or before 31 December 2017.

An application will be made for the consent of the Executive under Rule 8.2 of the Takeovers Code for an extension of time for the dispatch of the Circular to no later than 31 December 2017 and the Executive has indicated that it is minded to grant such consent.

Further announcement(s) will be made by the Company to inform the Shareholders of any material developments relating to the Transactions and further announcement(s) will be made by the Company on a monthly basis to keep the Shareholders and potential investors updated on the Transactions.

Shareholders and potential investors of the Company are reminded that each of the acquisition contemplated under the Sale and Purchase Agreements and the Other Sale and Purchase Agreements and the Placing is subject to a number of conditions, which may or may not be fulfilled. In addition, the approval of the new listing application to be made by the Company and the Whitewash Waiver may or may not be granted. Shareholders and potential investors of the Company should exercise caution when they deal or contemplate dealing in the Shares or other securities of the Company.

By order of the Board

Wang Tai Holdings Limited

Lin Qingxiong

Chairman and Executive Director

Hong Kong, 30 June 2017

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Lin Qingxiong, Mr. Qiu Zhiqiang, and Mr. Deng Qinghui; and three independent non-executive Directors, namely Ms. Chan Sui Wa, Mr. Ma Chongqi and Mr. Yu Yubin.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.