CIFI Holdings (Group) Co. Ltd.

Transcription

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. CIFI Holdings (Group) Co. Ltd. (Incorporated in the Cayman Islands with limited liability) (Stock code: 00884) MAJOR TRANSACTION PROPOSED JOINT VENTURE ARRANGEMENT FOR THE DEVELOPMENT PROJECT IN PUDONG NEW DISTRICT, SHANGHAI, THE PRC THE JOINT VENTURE ARRANGEMENT On 15 May 2015, Hongkong Land China, Ingletone, the Company, Xu Jia, Yongpan, the Project Company and CIFI (PRC) entered into the Master Agreement pursuant to which the parties proposed to undergo certain transactions and form the joint venture for the development of the Site. As at the date of this announcement, the Company was indirectly interested in 49% of the equity interest in the Project Company and the development of the Site. Following the completion of the transactions stipulated under the Master Agreement, the Company will be indirectly interested in 50% of the equity interest in the Project Company and the development of the Site, through the Joint Venture Arrangement via the Offshore JV which will be 50% and 50% owned indirectly by Hongkong Land China and the Company respectively. Following the Joint Venture Arrangement, the total investment amount of the Project Company (including but not limited to land costs, development costs and other expenses) is estimated to be around RMB7,300 million. 1

2 The transactions will enable the Company and Hongkong Land China (as an offshore partner) to jointly hold and develop the Site with an offshore shareholding structure. The cooperation with Hongkong Land China will enable the Group to leverage on Hongkong Land China s execution capability in developing and managing largescale mixed-use property projects as a result of the Joint Venture Arrangement. The Directors consider that the Master Agreement and all the transactions contemplated thereunder are on normal commercial terms, and the terms and conditions therein are fair and reasonable and in the interest of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As the relevant percentage ratios of the transactions under the Master Agreement (including the Joint Venture Arrangement, Yongpan Equity Transfer and the Project Company Equity Transfer) under Rule of the Listing Rules exceed 25% but are below, the transactions under the Master Agreement constitute major transaction(s) for the Company and are subject to approval of the Shareholders. The Company has obtained a written shareholders approval from a closely allied group of controlling Shareholders for the execution of the Master Agreement and all the underlying documents contemplated thereunder by the Company and relevant members of the Group, the Joint Venture Arrangement and all the transactions contemplated under the Master Agreement and the underlying documents as well as the performance of all the related obligations by the Company and relevant members of the Group. Such closely allied group of controlling Shareholders include, Mr. LIN Zhong, Rosy Fortune, Ding Chang, Eminent Talent and Rain-Mountain which hold an aggregate of 4,112,394,000 Shares, representing approximately 68.16% of the total issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting for the Shareholders approval of the Joint Venture Arrangement will be held. DESPATCH OF CIRCULAR Pursuant to Rule of the Listing Rules, the Company is required to despatch to the Shareholders a circular in relation to the Joint Venture Arrangement within 15 business days after the publication of this announcement, that is, on or before 8 June Due to the time required to prepare relevant information to be included in the circular under the Listing Rules, the Company may not be able to despatch the circular before 8 June 2015, in which case the Company shall make a further announcement of any expected delay in despatch of the circular in due course. There is no assurance that any transactions referred to in the announcement will materialise or eventually be consummated. Completion of the transactions contemplated under the Master Agreement and all the underlying documents are subject to the satisfaction of various conditions precedent, which may or may not be fulfilled. As the transactions may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. 2

3 THE JOINT VENTURE ARRANGEMENT On 15 May 2015, Hongkong Land China, Ingletone, the Company, Xu Jia, Yongpan, the Project Company and CIFI (PRC) entered into the Master Agreement pursuant to which the parties proposed to undergo certain transactions and form the joint venture for the development of the Site. (1) Current status (a) Corporate structure As at the date of this announcement, the corporate structure showing the equity interest in the Site is set out below: The Company (Cayman) (indirect) CIFI (PRC) (PRC) HuaAn (PRC) 49% 51% Yongpan (PRC) Project Company (PRC) The Site As at the date of this announcement, the equity interest of Yongpan was 49% owned by the Group and 51% owned by HuaAn. Yongpan and the Project Company are not subsidiaries of the Company and their financial performances are not consolidated into the financial statements of the Group. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, HuaAn and its ultimate beneficial owner(s) are Independent Third Parties. 3

4 The principal business of the Project Company is the development of the Site. The principal business of Yongpan is, through the Project Company, holding of the interests in the development of the Site. Yongpan was established on 4 April 2014 with a registered capital of RMB100 million. Based on its unaudited management accounts: as at 31 December 2014, Yongpan had a total asset of approximately RMB3,576.4 million, a total liabilities (including shareholders advances and external loans) of approximately RMB3,533.1 million and a net asset of approximately RMB43.3 million; from its date of establishment to 31 December 2014, Yongpan s net loss after taxation was approximately RMB56.7 million. The Project Company was established on 11 October 2014 with a registered capital of RMB100 million. Based on its unaudited management accounts: as at 31 December 2014, the Project Company had a total asset of approximately RMB4,177.1 million, a total liabilities (including shareholders advances and external loans) of approximately RMB4,085.5 million and a net asset of approximately RMB91.6 million; from its date of establishment to 31 December 2014, the Project Company s consolidated net loss after taxation was approximately RMB8.4 million. (b) The Site The Site was acquired by Yongpan through public land auction held by (Planning and Land Bureau of Pudong New District, Shanghai*). The Project Company, which is wholly-owned by Yongpan, entered into the Land Use Rights Grant Contract ( ) on 27 November Details of the Site and the development are set out below: Location : a piece of land of lot number located at Yangjing Street, Pudong New District Shanghai, the PRC ( ) Total site area : 87,180 sq.m. Planned gross floor area : 226, sq.m. Primary intended use : Residential, office and commercial Terms of land use rights : 70 years for residential use 50 years for office use 40 years for commercial use Land premium: : RMB4,175 million 4

5 (2) Master Agreement Principal terms of the Master Agreement and the ancillary transaction documents proposed to be entered into pursuant to the Master Agreement and transactions contemplated thereunder are as follows: (a) Parties to the Master Agreement (i) (ii) Hongkong Land China Ingletone (iii) the Company (iv) Xu Jia (v) Yongpan (vi) the Project Company (vii) CIFI (PRC) (b) Proposed restructuring relating to the Project Company After signing of the Master Agreement, the following steps will be contemplated before the signing of the Project Company Equity Transfer Agreement: (i) CIFI (PRC) will purchase 51% of the equity interest in Yongpan from HuaAn for a consideration of RMB51 million ( Yongpan Equity Transfer ). The consideration was determined with reference to the 51% of the registered capital of Yongpan. Following the completion of Yongpan Equity Transfer, CIFI (PRC) will own of the equity interest in Yongpan. (ii) The registered and paid-up capital of the Project Company will be increased from RMB100 million to RMB1,200 million. Yongpan will be responsible for contribution of the increased registered capital of the Project Company; and (iii) The external onshore debts of the Project Company will be restructured, so that the Project Company will have a total outstanding principal amount of debt of approximately RMB3,000 million. (c) Offshore Loan After signing of the Master Agreement, the Company and Hongkong Land China will use their best endeavor to seek to obtain an offshore loan in the principal amount of not less than a sum in HK$ or US$ equivalent to RMB2,100 million from offshore financial institution(s) with either Coastwise (BVI) or Coastwise (HK) as the borrower (the Offshore Loan ). 5

6 Securing the offer of the Offshore Loan by the offshore financial institution(s) on committed basis is, amongst others, one of the condition precedents for the completion of Transaction I described below. The proceeds of the Offshore Loan will be used as additional capital injection into the Project Company following the completion of Transaction II described below. (d) Transaction I: Project Company Equity Transfer Agreement After completion of the incidents mentioned under the paragraph headed (b) Proposed restructuring relating to the Project Company above and subject to fulfilment of certain conditions including, among others, that the result of the due diligence on the Project Company and the Site is satisfactory to Hongkong Land China, Yongpan as seller and Coastwise (HK) as purchaser will sign the Project Company Equity Transfer Agreement for the transfer of the entire equity interest in the Project Company for a consideration of RMB1,200 million (the Project Company Equity Transfer ). Completion of the Project Company Equity Transfer Agreement is subject to fulfilment of certain conditions including, among others, that: (i) (ii) all necessary government approvals in respect of the transactions concerning the Project Company Equity Transfer Agreement contemplated under the Master Agreement having been obtained; relevant necessary consents/waivers being obtained by the Company from the offshore lenders of the Company s relevant existing offshore loan agreement(s), in order to enable certain steps of the transactions contemplated under the Master Agreement to be conducted; (iii) the Offshore JV Equity Subscription Agreement and the Offshore JV Shareholder Loan Agreement having been signed; and (iv) Coastwise (BVI) or Coastwise (HK) having secured the offer of the Offshore Loan by the offshore financial institution(s) on committed basis by 30 June 2015 (or such later date as may be agreed by the parties). It is expected that the Offshore Loan will be guaranteed by the Company and Hongkong Land China on 50%:50% several basis upon completion of the subscription under the Offshore JV Equity Subscription Agreement. If the offer of the Offshore Loan could not be secured on committed basis on or before 30 June 2015, the parties to the Master Agreement will negotiate on the arrangement of the offshore financing. Should no arrangement could be concluded between the parties with respect to the offshore financing by 31 July 2015, either the Company or Hongkong Land China shall be entitled to terminate the Master Agreement, the Project Company Equity Transfer Agreement and the Offshore JV Equity Subscription Agreement. After securing the offer of the Offshore Loan from the offshore financial institution(s) on a committed basis and before completion of the Project Company Equity Transfer Agreement, Ingletone will provide to Coastwise (BVI) the Hongkong Land Offshore Shareholder s Loan in the principal amount of a sum in US$ equivalent to RMB1,200 million. Coastwise (BVI) will inject such sum of 6

7 money to Coastwise (HK) which will apply the same to pay to Yongpan to settle the consideration for the completion of the Project Company Equity Transfer Agreement. The Coastwise (BVI) will then indirectly hold the entire equity interest in the Project Company. The following diagram illustrates the corporate structure of the companies holding interests in the Site immediately after completion of the Project Company Equity Transfer Agreement: The Company (Cayman) Hongkong Land China (Bermuda) (indirect) (indirect) Ingletone (BVI) CIFI (PRC) (PRC) Coastwise (BVI) (BVI) Seller Yongpan (PRC) Coastwise (HK) (HK) Purchaser Project Company (PRC) Equity transfer Project Company (WFOE) The Site The Site (e) Transaction II: Offshore JV Equity Subscription Agreement After the signing of the Project Company Equity Transfer Agreement and subject to the fulfilment of certain conditions including, among others, that all necessary consents and approvals in respect of the transactions concerning the Project Company Equity Transfer Agreement contemplated under the Master Agreement having been obtained, Xu Jia, the Company, Coastwise (BVI) and Hongkong Land China will sign the Offshore JV Equity Subscription Agreement pursuant to which Xu Jia will subscribe for 1 new share of Coastwise (BVI) at US$1, 7

8 representing 50% of the total issued share capital of Coastwise (BVI) as enlarged by the said new subscription share and inject the CIFI Offshore Shareholder s Loan in the principal amount of a sum in US$ equivalent to RMB600 million. The proceeds of the CIFI Offshore Shareholder s Loan will be applied to repay half of the Hongkong Land Offshore Shareholder s Loan thereby the shareholder s loan contributed by Xu Jia and Ingletone into the Coastwise (BVI) will be on equal basis. The following diagram illustrates the corporate structure of the companies holding interests in the Site immediately after completion of the Offshore JV Equity Subscription Agreement: (indirect) The Company (Cayman) Hongkong Land China (Bermuda) (indirect) 50% Xu Jia (BVI) Ingletone (BVI) 50% Coastwise (BVI) (BVI) Coastwise (HK) (HK) Project Company (WFOE) The Site 8

9 (f) Further increase of registered capital of Project Company and subsequent funding for the project development Following completion of the Offshore JV Equity Subscription Agreement, the Company and Hongkong Land China agreed that the paid-up registered capital of the Project Company will be further increased from RMB1,200 million to the equivalent of RMB4,200 million. The increased registered capital will be contributed by the Company and Hongkong Land China via Coastwise (BVI) or Coastwise (HK) on 50%:50% basis, which will be funded by the Offshore Loan, and if there is any shortfall, by the internal resources of the Company and Hongkong Land China. The injection of such additional registered capital of the Project Company will be utilized to fully repay the outstanding onshore debts of the Project Company as described under item (iii) of the paragraph headed (b) Proposed restructuring relating to the Project Company above. The Company and Hongkong Land China further agreed that the development costs of the Site will be funded by external onshore bank loan(s) and any remaining shortfalls will be undertaken by the Company and Hongkong Land China on a several basis pro rata to their respective equity interests in the Offshore JV. (g) Management of the Project Company after the Joint Venture Arrangement Composition of Board Following completion of the Joint Venture Arrangement, (i) (ii) the Project Company will be managed jointly by the Company and Hongkong Land China; The board of directors of each of Coastwise (BVI), Coastwise (HK) and the Project Company will comprise six directors, three of whom will be nominated by the Group and three of whom will be nominated by Hongkong Land China Group; and (iii) The chairman of the board of directors of each of Coastwise (BVI), Coastwise (HK) and the Project Company will be a director nominated by Hongkong Land China Group. Profit and loss sharing The Company and Hongkong Land China (each through its respective subsidiaries) will be entitled to share the profit or to bear the loss of the Offshore JV and its subsidiaries in proportion to their respective interest in the Coastwise (BVI). The Offshore JV and its subsidiaries are intended to be accounted for as nonsubsidiaries of the Group, which will not be consolidated into the financial statements of the Group. 9

10 (h) Financial impact to the Group As at the date of this announcement, the Company indirectly held 49% of the equity interest in the Project Company and the development of the Site. Following the completion of the transactions stipulated under the Master Agreement, the Company will indirectly hold 50% of the equity interest in the Project Company and the development of the Site. Subject to the Group s final audit, it is estimated that the completion of the transactions under the Master Agreement will have immaterial profit and loss impact to the Group. REASONS FOR AND BENEFITS OF THE JOINT VENTURE ARRANGEMENT The Group is principally engaged in the property development, property investment and property management businesses in the PRC. It has been the strategy of the Group to cooperate with renowned property developer for development of particular project so as to achieve synergy and diversify its financial exposure. Before entering into the transactions contemplated under the Master Agreement, the Site is held on a joint venture basis between the Group and HuaAn (as a domestic PRC partner), with an onshore shareholding structure. The transactions will enable the Company and Hongkong Land China (as an offshore partner) to jointly hold and develop the Site with an offshore shareholding structure. The cooperation with Hongkong Land China will enable the Group to leverage on Hongkong Land China s execution capability in developing and managing largescale mixed-use property projects as a result of the Joint Venture Arrangement. The Directors consider that the Master Agreement and all the transactions contemplated thereunder are on normal commercial terms, and the terms and conditions therein are fair and reasonable and in the interest of the Company and the Shareholders as a whole. INFORMATION ABOUT HONGKONG LAND CHINA Hongkong Land China is a wholly-owned subsidiary of Hongkong Land Holdings Limited, one of Asia s leading property investment, management and development groups. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, Hongkong Land China and its ultimate beneficial owner(s) are Independent Third Parties. LISTING RULES IMPLICATIONS Following the Joint Venture Arrangement, the total investment amount of the Project Company (including but not limited to land costs, development costs and other expenses) is estimated to be around RMB7,300 million. Thus, the maximum capital commitment to the Joint Venture Arrangement expected to be undertaken by the Group pursuant to the Master Agreement and the ancillary transaction documents to be entered into by the Group will be around RMB3,650 million, being 50% of the estimated total investment amount of the Project Company. As the relevant percentage ratios of the transactions under the Master Agreement (including the Joint Venture Arrangement, Yongpan Equity Transfer and the Project Company 10

11 Equity Transfer) under Rule exceed 25% but are below, the transactions under the Master Agreement constitute major transaction(s) for the Company and are subject to approval of the Shareholders. The Company has obtained a written shareholders approval from a closely allied group of controlling Shareholders for the execution of the Master Agreement and all the underlying documents contemplated thereunder by the Company and relevant members of the Group, the Joint Venture Arrangement and all the transactions contemplated under the Master Agreement and the underlying documents as well as the performance of all the related obligations by the Company and relevant members of the Group. Such closely allied group of controlling Shareholders include Mr. LIN Zhong, Rosy Fortune, Ding Chang, Eminent Talent and Rain- Mountain which hold an aggregate of 4,112,394,000 Shares, representing approximately 68.16% of the total issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting for the Shareholders approval of the Joint Venture Arrangement will be held. Pursuant to Rule of the Listing Rules, the Company is required to dispatch to the Shareholders a circular in relation to the Joint Venture Arrangement within 15 business days after the publication of this announcement, that is, on or before 8 June Due to the time required to prepare relevant information to be included in the circular under the Listing Rules, the Company may not be able to dispatch the circular before 8 June 2015, in which case the Company shall make a further announcement of any expected delay in dispatch of the circular in due course. There is no assurance that any transactions referred to in the announcement will materialise or eventually be consummated. Completion of the transactions contemplated under the Master Agreement and all the underlying documents are subject to the satisfaction of various conditions precedent, which may or may not be fulfilled. As the transactions may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. DEFINITIONS In this announcement, the following expressions have the following meanings, unless the context requires otherwise: Board CIFI (PRC) CIFI Offshore Shareholder s Loan the board of Directors (CIFI Group Co., Ltd.*), a joint stock company established in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company an interest-free shareholder loan of a sum in US$ equivalent to RMB600 million proposed to be contributed by Xu Jia into the Offshore JV pursuant to the Offshore JV Shareholder Loan Agreement upon completion of the Offshore JV Equity Subscription Agreement 11

12 Coastwise (BVI) or Offshore JV Coastwise (HK) Company Ding Chang Directors Eminent Talent Group HK$ Hong Kong Hongkong Land China Hongkong Land China Group Coastwise Limited, a company incorporated in British Virgin Islands and a direct wholly-owned subsidiary of Ingletone as of the date of this announcement Coastwise (HK) Limited, a company incorporated in Hong Kong and a direct wholly-owned subsidiary of Coastwise (BVI) CIFI Holdings (Group) Co. Ltd. ( ), a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange Ding Chang Limited ( ), a company incorporated with limited liability in British Virgin Islands holding 1,157,675,670 Shares, representing approximately 19.19% of the entire issued share capital of the Company as at the date of the Master Agreement. The entire interest in Ding Chang is held by Sun Success Trust, which is a family trust set up by Mr. LIN Zhong as settlor. Mr. LIN Zhong also directly holds 5,978,000 Shares, representing approximately 0.1% of the entire issued share capital of the Company as at the date of this announcement the directors of the Company Eminent Talent Limited ( ), a company incorporated with limited liability in British Virgin Islands holding 613,765,775 Shares, representing approximately 10.17% of the entire issued share capital of the Company as at the date of this announcement. The entire interest in Eminent Talent is held by Mr. LIN Wei ( ), being the executive Director and Vice-Chairman of the Company the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC Hongkong Land China Holdings Limited, a company incorporated in Bermuda Hongkong Land China and its subsidiaries 12

13 Hongkong Land Offshore Shareholder s Loan HuaAn Independent Third Party(ies) Ingletone Joint Venture Arrangement Land Use Rights Grant Contract Listing Rules Master Agreement Mr. LIN Zhong an interest-free shareholder s loan of a sum in US$ equivalent to RMB1,200 million proposed to be contributed by Ingletone into Coastwise (BVI) pursuant to the Offshore JV Shareholder Loan Agreement for its injection into Coastwise (HK) which will use such loan proceeds to pay Yongpan for its acquisition of the entire interest in the Project Company under the Master Agreement and the Project Company Equity Transfer Agreement. Such shareholder s loan is proposed to be repaid partially by Coastwise (BVI) to Ingletone by applying the proceeds of the CIFI Offshore Shareholder s Loan thereby reducing the loan amount to RMB600 million (HuaAn Future Asset Management (Shanghai) Limited*), a company incorporated in the PRC with limited liability an individual(s) or a company(ies) who or which is(are) independent of and not connected with (within the meaning of the Listing Rules) any Directors, chief executive or substantial shareholders, of the Company, its subsidiaries or any of their respective associate(s) Ingletone Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of Hongkong Land China the joint venture arrangement to be carried out through Coastwise (BVI) between the Group and Hongkong Land China Group pursuant to the Master Agreement Land Use Rights Grant Contract ( ) dated 27 November 2014 entered into between (Land Bureau of Pudong New District, Shanghai*) as transferor and the Project Company as transferee in respect of the Site the Rules Governing the Listing of Securities on the Stock Exchange the master agreement dated 15 May 2015 made between the Company, Xu Jia, Yongpan, the Project Company, CIFI (PRC), Hongkong Land China and Ingletone relating to the proposed joint venture arrangement for development of the Site Mr. LIN Zhong ( ), the executive Director and Chairman of the Company 13

14 Offshore JV Equity Subscription Agreement Offshore JV Shareholder Loan Agreement percentage ratios PRC Project Company Project Company Equity Transfer Agreement Rain-Mountain RMB Rosy Fortune the agreement proposed to be made between Xu Jia, the Company, Coastwise (BVI) and Hongkong Land China pursuant to which Xu Jia proposes to subscribe for 50% equity interest in the Coastwise (BVI) at the consideration of US$1 and injection into Coastwise (BVI) of a sum in HK$ or US$ equivalent to RMB600 million by way of the CIFI Offshore Shareholder s Loan upon completion of the Offshore JV Equity Subscription Agreement the agreement proposed to be made between Xu Jia and Ingletone as lenders and Coastwise (BVI) as borrower has the same meaning ascribed to it under the Listing Rules the People s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region and Taiwan (Shanghai XUJING Property Co., Limited*), a company incorporated in the PRC and the entire equity interest of which is held by Yongpan as at the date of this announcement the agreement proposed to be made between Yongpan as seller and Coastwise (HK) as purchaser pursuant to which Yongpan will transfer the entire interest in the Project Company to Coastwise (HK) at the consideration of RMB1,200 million Rain-Mountain Limited, a company incorporated with limited liability in British Virgin Islands holding 204,588,580 Shares, representing approximately 3.39% of the entire issued share capital of the Company as at the date of this announcement. The entire interest in Rain-Mountain is held by Sun-Mountain Trust, which is a family trust set up by Mr. LIN Feng ( ), being the executive Director and Chief Executive Officer of the Company, as settlor Renminbi, the lawful currency of the PRC Rosy Fortune Investments Limited ( ), a company incorporated with limited liability in British Virgin Islands holding 2,130,385,975 Shares, representing approximately 35.31% of the entire issued share capital of the Company as at the date of this announcement. The entire interest in Rosy Fortune is held by Lin s Family Trust, which is a family trust jointly set up by Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng, being the executive Directors, as settlors. Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng are brothers and the founders of the Group 14

15 Share(s) Shareholders Site Stock Exchange US$ WFOE Xu Jia Yongpan the ordinary share(s) of HK$0.1 each in the share capital of the Company holders of the Shares a piece of land of lot number located at Yangjing Street, Pudong New District Shanghai, the PRC ( ) The Stock Exchange of Hong Kong Limited United States dollars, the lawful currency of the United States of America wholly foreign-owned enterprise established in the PRC Xu Jia Co. Limited ( ), a company incorporated with limited liability in the British Virgin Islands and an indirect wholly-owned subsidiary of the Company through which the Group will enter into the Joint Venture Arrangement with Hongkong Land China (Shanghai Yongpan Enterprise Co., Limited*), a company incorporated in the PRC in which the Company has an indirect interest of 49% as at the date of this announcement with the remaining 51% interest held by HuaAn % per cent. By order of the Board CIFI Holdings (Group) Co. Ltd. LIN Zhong Chairman Hong Kong, 15 May 2015 As at the date of this announcement, the Board comprises Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng as executive Directors; and Mr. GU Yunchang, Mr. ZHANG Yongyue and Mr. TAN Wee Seng as independent non-executive Directors. For the purpose of this announcement, the exchange rate between HK$ and RMB is HK$1.00 = RMB0.80. * For identification purpose only 15