ANXIAN YUAN CHINA HOLDINGS LIMITED *

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1 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. ANXIAN YUAN CHINA HOLDINGS LIMITED * (incorporated in Bermuda with limited liability) (Stock Code: 0922) DISCLOSEABLE TRANSACTION On 5 November 2014 (after trading hours), Zhongfu Yuanlin, an indirect wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreements with Mr. Yu, Mr. Pan, Mr. Lu and Ms. Chen respectively. Pursuant to the Equity Transfer Agreements, Zhongfu Yuanlin agreed to acquire from Mr. Yu, Mr. Pan, Mr. Lu and Ms. Chen their respective 40%, 20%, 20% and 20% equity interest in the Target Company at a total consideration of RMB7,700,000 (equivalent to approximately HK$9,771,574). As one of the percentage ratios under Rule of the Listing Rules in respect of the Acquisition is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules. INTRODUCTION On 5 November 2014 (after trading hours), Zhongfu Yuanlin, an indirect wholly-owned subsidiary of the Company, entered into Equity Transfer Agreements with Mr. Yu, Mr. Pan, Mr. Lu and Ms. Chen respectively. Pursuant to the Equity Transfer Agreements, Zhongfu Yuanlin agreed to acquire from Mr. Yu, Mr. Pan, Mr. Lu and Ms. Chen their respective 40%, 20%, 20% and 20% equity interest in the Target Company at a total consideration of RMB7,700,000 (equivalent to approximately HK$9,771,574). * For identification purposes only 1

2 EQUITY TRANSFER AGREEMENTS The provisions of the four Equity Transfer Agreements are substantially the same save and except the identity of the transferor, the percentage of equity interests to be transferred and the consideration. The major terms of the Equity Transfer Agreements are as follows. Date 5 November 2014 (after trading hours) Parties and assets to be acquired Equity Transfer Agreement Transferor Transferee Equity interest of the Target Company to be transferred Consideration 1 Mr. Yu Zhongfu Yuanlin 40% RMB3,080,000 (equivalent to HK$3,908,629) 2 Mr. Pan Zhongfu Yuanlin 20% RMB1,540,000 (equivalent to HK$1,954,315) 3 Mr. Lu Zhongfu Yuanlin 20% RMB1,540,000 (equivalent to HK$1,954,315) 4 Ms. Chen Zhongfu Yuanlin 20% RMB1,540,000 (equivalent to HK$1,954,315) 100% RMB7,700,000 (equivalent to HK$9,771,574) To the best of the Directors knowledge, information and belief, and having made all reasonable enquiries, each of Mr. Yu, Mr. Pan, Mr. Lu and Ms. Chen is an Independent Third Party and Mr. Yu, Mr. Pan, Mr. Lu and Ms. Chen are all independent of and unrelated to each other. According to the Equity Transfer Agreements, Zhongfu Yuanlin agreed to acquire the entire equity interest in the Target Company from Mr. Yu, Mr. Pan, Mr. Lu and Ms. Chen. Upon completion of the Equity Transfer Agreements, the Target Company will become an indirect wholly-owned subsidiary of the Company. Consideration The total consideration payable by the Group for the Acquisition is RMB7,700,000 (equivalent to approximately HK$9,771,574). The consideration was determined after arm s length negotiations between the parties involved with reference to (i) the net asset value of the Target Company, which as at 31 December 2013, was RMB13,902,652, and (ii) the historical financial performance of the Target Company. 2

3 According to the Equity Transfer Agreements, Zhongfu Yuanlin agreed to, within five (5) days after the transfer of the equity interest in the Target Company is completed at the relevant bureau of the Administration for Industry and Commerce in the PRC, pay to each of Mr. Yu, Mr. Pan, Mr. Lu and Ms. Chen their respective portions of the total consideration for the Acquisition. Other term The Equity Transfer Agreements will be effective after filing to the relevant bureau of the Administration for Industry and Commerce in the PRC. INFORMATION ON THE TARGET COMPANY The Target Company is a company established in the PRC with limited liability on 6 September 2005 with a registered capital of RMB15,000,000 (fully paid up). The scope of business of the Target Company is the provision of funeral services and the sale of funeral goods, textile products and other products. Prior to the Acquisition, the entire equity interest in the Target Company was owned by Mr. Yu as to 40%, Mr. Pan as to 20%, Mr. Lu as to 20% and Ms. Chen as to 20%. The board of directors of the Target Company consists of five directors, namely Mr. Shi Hua, Mr. Shi Jun, Ms. Shen Mingzhen, Mr. Lu and Ms. Chen. The audited net loss of the Target Company before and after taxation and extraordinary items for the financial year ended 31 December 2013 were RMB1,423,249 and RMB1,423,249 respectively. The audited net loss of the Target Company before and after taxation and extraordinary items for the financial year ended 31 December 2012 were RMB206,000 and RMB206,000 respectively. The net asset value of the Target Company as at 31 December 2013 was RMB13,902,652. The above financial information was prepared in accordance with the PRC generally accepted accounting principles. The Target Company will become a wholly-owned subsidiary of Zhongfu Yuanlin upon completion of the Acquisition. As part and parcel of the Acquisition, the Company intends that the transactions under each of the four Equity Transfer Agreements will take place simultaneously. REASONS FOR THE ACQUISITION The Company is an investment holding company and its subsidiaries are principally engaged in the development and operation of cemeteries in the PRC. The Company has always intended to continue to focus on the cemetery business which the Directors believe has ample growth opportunities due to the growing trend of aged population by further developing its existing cemetery and by acquiring new cemetery in the PRC. In addition, in order to achieve better operational performance, the Company also intends to expand its core business. The Target Company is principally engaged in the provision of funeral services and the sale of funeral goods. The Board considers that the Acquisition can provide an opportunity for the Group to broaden its scope of business in the funeral service industry and utilise the available resources of the Group to capture the opportunities offered by the continuous growth and expansion in the development, operation and management of cemeteries in the PRC. 3

4 The Directors (including the independent non-executive Directors but excluding Mr. Shi Hua, Mr. Shi Jun and Ms. Shen Mingzhen, the three executive Directors, who had elected to abstain from voting) consider that (a) the terms of the Equity Transfer Agreements and the transactions contemplated thereunder are fair and reasonable, (b) the Acquisition is on normal commercial terms and in the ordinary and usual course of business of the Group, and (c) the Acquisition is in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the Equity Transfer Agreements and hence no Director is required to abstain from voting on such board resolutions in accordance with the Listing Rules. However, Mr. Shi Hua, Mr. Shi Jun and Ms. Shen Mingzhen, the three executive Directors, had elected to abstain from voting. LISTING RULES IMPLICATIONS As one of the percentage ratios under Rule of the Listing Rules in respect of the Acquisition is 5% or more but less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements under Chapter 14 of the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise required, the following terms and expressions shall have the following meanings when used herein. Acquisition Board Company Directors Equity Transfer Agreements the acquisition of the entire equity interest in the Target Company by the Group pursuant to the Equity Transfer Agreements the board of Directors Anxian Yuan China Holdings Limited, a company incorporated under the laws of Bermuda with limited liability and the shares of which are listed on the Stock Exchange (stock code: 00922) directors of the Company (1) an equity transfer agreement dated 5 November 2014 made between Zhongfu Yuanlin and Mr. Yu in respect of 40% equity interest of the Target Company; (2) an equity transfer agreement dated 5 November 2014 made between Zhongfu Yuanlin and Mr. Pan in respect of 20% equity interest of the Target Company; (3) an equity transfer agreement dated 5 November 2014 made between Zhongfu Yuanlin and Mr. Lu in respect of 20% equity interest of the Target Company; and (4) an equity transfer agreement dated 5 November 2014 made between Zhongfu Yuanlin and Ms. Chen in respect of 20% equity interest of the Target Company 4

5 Group HK$ Hong Kong Independent Third Party Listing Rules Mr. Lu Mr. Pan Mr. Yu Ms. Chen PRC RMB Share(s) Stock Exchange substantial shareholder Target Company the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC third party independent of and not connected or acting in concert with the Company and any of its connected persons (having the meaning ascribed to it under the Listing Rules) and are not connected persons of the Company the Rules Governing the Listing of Securities on the Stock Exchange Mr. Lu Guofu, the transferor under an equity 20% equity interests in the Target Company Mr. Pan Guoqiang, the transferor under an equity 20% equity interests in the Target Company Yu Xiaogou, the transferor under an equity 40% equity interests in the Target Company Ms. Chen Jinjuan, the transferor under an equity 20% equity interests in the Target Company People s Republic of China Renminbi, lawful currency of the PRC the ordinary share(s) of HK$0.10 each in the share capital of the Company The Stock Exchange of Hong Kong Limited has the meaning ascribed to it under the Listing Rules (in English, for identification purposes, Hangzhou Haoletian Etiquette Services Co. Ltd.), a company established in the PRC with limited liability 5

6 Zhongfu Yuanlin (in English, for identification purposes, Zhongfu Yuanlin Design (Hangzhou) Co. Ltd.), a wholly foreign-owned enterprise established in the PRC and an indirect wholly-owned subsidiary of the Company % per cent. For the purpose of this announcement, the exchange rate at HK$1.00 = RMB0.788 has been used, where applicable, for purpose of illustration only. Hong Kong, 5 November 2014 By Order of the Board ANXIAN YUAN CHINA HOLDINGS LIMITED Shi Hua Chairman As at the date of this announcement, the Board comprises four executive directors, namely Mr. Shi Hua, Mr. Shi Jun, Mr. Law Fei Shing and Ms. Shen Mingzhen; two non-executive directors, namely Mr. Wang Hongjie and Mr. Cheng Gang; and three independent nonexecutive directors, namely Mr. Chan Koon Yung, Mr. Lai Chun Yu and Mr. Li Xigang. 6