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. CNC HOLDINGS LIMITED 中 國 新 華 電 視 控 股 有 限 公 司 (incorporated in the Cayman Islands with limited liability) (stock code: 8356) VOLUNTARY ANNOUNCEMENT OFFICIAL LAUNCH OF THE COMPANY S GLOBAL DISPLAY SCREEN COMMERCIALS NETWORK - PROJECT OF LARGE OUTDOOR DISPLAY SCREEN This announcement is made by the Company on a voluntary basis. The Board is pleased to announce that, on 18 December 2012, CNCTV Media Limited, an indirect wholly-owned subsidiary of the Company, entered into the LED Display Construction and Operation Agreements with each of Guangzhou Heung Kong Home Supplies Co., Ltd., Hong Kong Wuzhou International Group Co., Ltd. and Magnate Group Co., Ltd., respectively. The Board is also pleased to announce that, on 18 December 2012, the Company entered into the LED Display Construction and Operation Strategic Cooperation Agreement with Beijing China Overseas Property Co., Ltd. In addition, the Company has placed its first order with Shenzhen AOTO Electronics Co., Ltd. for the purchase of first batch of outdoor full-colour LED displays. Accordingly, the Company is pleased to announce the official launch of its Global Display Screen Commercials Network Project of Large Outdoor Display Screen. As the construction and operation of LED displays in the PRC is subject to various regulatory approvals, the Company may experience uncertainties in constructing, installing and operating the LED displays. Shareholders and potential investors should exercise caution when dealing in the shares of the Company. This announcement is made by the Company on a voluntary basis. 1. INTRODUCTION 1
The Company is pleased to announce that, on 18 December 2012, in relation to the official launch of its Global Display Screen Commercials Network Project of Large Outdoor Display Screen, (i) CNCTV Media Limited, an indirect wholly-owned subsidiary of the Company, has entered into the LED Display Construction and Operation Agreements with three commercial real estate developers; (ii) the Company has entered into the LED Display Construction and Operation Strategic Cooperation Agreement with Beijing China Overseas Property Co., Ltd.; and (iii) the Company has placed its first order with Shenzhen AOTO Electronics Co., Ltd. for the purchase of first batch of outdoor full-colour LED displays. Accordingly, the Company is pleased to announce the official launch of its Global Display Screen Commercials Network Project of Large Outdoor Display Screen. 2. LED DISPLAY CONSTRUCTION AND OPERATION AGREEMENTS In order to further govern the rights and obligations of each party, CNCTV Media Limited, an indirect wholly-owned subsidiary of the Company, entered into the LED Display Construction and Operation Agreements on 18 December 2012 with each of Guangzhou Heung Kong Home Supplies Co., Ltd., Hong Kong Wuzhou International Group Co., Ltd. and Magnate Group Co., Ltd., respectively. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the date of this announcement, each of Guangzhou Heung Kong Home Supplies Co., Ltd., Hong Kong Wuzhou International Group Co., Ltd., Magnate Group Co., Ltd. and their respective ultimate beneficial owner(s) is a third party independent of and not connected with the Company and is not a connected person of the Company. The LED Display Construction and Operation Agreements are in similar terms, detail of which are set out below: Date 18 December 2012 Key Terms (1) Construction of LED Displays Each of Guangzhou Heung Kong Home Supplies Co., Ltd., Hong Kong Wuzhou International Group Co., Ltd. and Magnate Group Co., Ltd. shall provide certain sites in the PRC free of charge for CNCTV Media Limited or its designated contractors to construct and install LED displays at its own costs, subject to CNCTV Media Limited s satisfactory due diligence on the relevant sites. (2) Acquisition of Existing LED Displays CNCTV Media Limited has also agreed to, subject to its satisfactory due diligence, acquire certain existing LED displays from each of Guangzhou Heung Kong Home Supplies Co., Ltd., Hong Kong Wuzhou International Group Co., Ltd. and Magnate Group Co., Ltd., which will then be leased to third-party advertising companies as mutually agreed for commercial operations. The Company will enter into separate agreements for the acquisition of existing LED displays when it materialises. 2
(3) Operation of LED Displays The LED displays constructed by CNCTV Media Limited will be leased to thirdparty advertising companies as mutually agreed for commercial operations. The operating income therefrom shall be shared between both parties in proportions as mutually agreed. (4) Non-competition Unless otherwise agreed or waived by CNCTV Media Limited, each of Guangzhou Heung Kong Home Supplies Co., Ltd., Hong Kong Wuzhou International Group Co., Ltd. and Magnate Group Co., Ltd. shall refrain from entering into the same or similar agreements or transactions with other parties with respect to the sites and existing LED Displays under the LED Display Construction and Operation Agreements. 3. LED DISPLAY CONSTRUCTION AND OPERATION STRATEGIC COOPERATION AGREEMENT The Company entered into the LED Display Construction and Operation Strategic Cooperation Agreement with Beijing China Overseas Property Co., Ltd. on 18 December 2012. Key terms of the LED Display Construction and Operation Strategic Cooperation Agreement are set out below: (1) Beijing China Overseas Property Co., Ltd. has agreed to provide sites for the Company to construct LED displays, and the Company has agreed to construct and install LED displays subject to its satisfactory due diligence on the relevant sites; (2) the LED displays will be put into commercial operations after the completion of the construction in a way mutually agreed by the parties; and (3) the parties have agreed to enter into a further agreement when the cooperation details are concrete. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the date of this announcement, Beijing China Overseas Property Co., Ltd. and its ultimate beneficial owner(s) is a third party independent of and not connected with the Company and is not a connected person of the Company. 4. FIRST ORDER PLACED WITH SHENZHEN AOTO ELECTRONICS CO., LTD. Reference is made to Previous Announcement, in which Shenzhen AOTO Electronics Co., Ltd. had agreed to supply 200 outdoor full-colour LED displays in accordance with the orders to be placed by the Company. On 18 December 2012, the Company placed its first order for the purchase of first batch of outdoor full-colour LED displays with Shenzhen AOTO Electronics Co., Ltd. 5. OFFICIAL LAUNCH OF THE COMPANY S GLOBAL DISPLAY SCREEN COMMERCIALS NETWORK PROJECT OF LARGE OUTDOOR DISPLAY SCREEN 3
Following the entering into of the above-mentioned agreements and the purchase of the LED displays, the Company is pleased to announce the official launch of its Global Display Screen Commercials Network Project of Large Outdoor Display Screen. As disclosed in the Previous Announcement, following the completion of its acquisition of Xinhua TV Asia-Pacific Operating Co., Limited, the Company, with a focus on development of its television broadcasting business, has been exploring ways to enhance the shareholder s interest. Leveraging on the resources of Xinhua News Agency, a substantial shareholder of the Company, in information collection, processing and release, the Company enjoys a favourable position in developing the LED display broadcasting and advertising business in HOPSCAs, which will certainly improve the Company s profitability. The Directors believe that the Company enjoys competitive advantages in developing the LED display broadcasting and advertising business under its Global Display Screen Commercials Network Project of Large Outdoor Display Screen and such endeavour will increase the profitability of the Company, which is in the interest of the Company and its shareholders as a whole. Please also refer to the Previous Announcement for more information. 6. INFORMATION ABOUT THE GROUP AND OTHER PARTIES The Group The Group is principally engaged in the provision of waterworks engineering services, road works and drainage services and site formation works for the public sector in Hong Kong and television broadcasting business in the Asia-Pacific region (excluding the PRC) for advertising and related revenue. CNCTV Media Limited CNCTV Media Limited is a company incorporated in Hong Kong. It is an indirect whollyowned subsidiary of the Company and is principally engaged in the construction and operation of media platforms. Guangzhou Heung Kong Home Supplies Co., Ltd. Guangzhou Heung Kong Home Supplies Co., Ltd. is a company incorporated in the PRC and a subsidiary of Heung Kong Group Limited, which is principally engaged in the provision of home supplies, construction of trade platforms, development of energy resources and financial investments. Hong Kong Wuzhou International Group Co., Ltd. Hong Kong Wuzhou International Group Co., Ltd. is a company incorporated in Hong Kong. It is a leading commercial real estate developer in the PRC and is principally engaged in the development and operation of specialised wholesale markets and HOPSCAs. Magnate Group Co., Ltd. 4
Magnate Group Co., Ltd. is a company incorporated in the PRC. It is a leading commercial real estate developer in the PRC and is principally engaged in the development and management of specialised markets, HOPSCAs as well as high-class resort properties and hotels. Beijing China Overseas Property Co., Ltd. Beijing China Overseas Property Co., Ltd. is a company incorporated in the PRC and an indirect wholly-owned subsidiary of China Overseas Land & Investment Ltd., which is listed on the Hong Kong Stock Exchange (stock code: 00688). China Overseas Land & Investment Ltd. is principally engaged in property development, property management, property investment as well as planning and construction design in the PRC, Hong Kong and Macau. Shenzhen AOTO Electronics Co., Ltd. Shenzhen AOTO Electronics Co., Ltd. is a company incorporated in the PRC and listed on the Shenzhen Stock Exchange (stock code: 002587). As a leading LED display complete solution provider in China, it is principally engaged in provision of LED displays, e- commerce system integration and computer software as well as hardware products. As the construction and operation of LED displays in the PRC is subject to various regulatory approvals, the Company may experience uncertainties in constructing, installing and operating the LED displays. Shareholders and potential investors should exercise caution when dealing in the shares of the Company. 7. DEFINITION For the purpose of this announcement, capitalised terms shall have the following meaning: "Board" "Company" "Directors" "Group" "Hong Kong" "Hong Kong Stock Exchange" "HOPSCAs" "LED Display Construction and Operation Agreements" the board of Directors CNC Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Growth Enterprise Market of the Hong Kong Stock Exchange the directors of the Company the Company and its subsidiaries Hong Kong Special Administrative Region of the PRC The Stock Exchange of Hong Kong Limited the complexes of hotels, offices, parks, shopping malls, clubs and apartments the agreements on LED display construction and operation dated 18 December 2012 entered into between CNCTV Media Limited and each of Guangzhou Heung Kong Home Supplies Co., Ltd., Hong Kong Wuzhou International Group Co., Ltd. and Magnate Group Co., Ltd., respectively 5
"LED Display Construction and Operation Strategic Cooperation Agreement" "Macau" "PRC" "Previous Announcement" the strategic cooperation agreement on LED display construction and operation dated 18 December 2012 entered into by the Company and Beijing China Overseas Property Co., Ltd. Macau Special Administrative Region of the PRC the People's Republic of China and, for the purpose of this announcement, excludes Hong Kong, Macau and Taiwan the voluntary announcement of the Company dated 12 November 2012 in relation to the outdoor full-colour LED display and advertisement release system construction agreement with Shenzhen AOTO Electronics Co., Ltd. * English translation of the name of a Chinese company is provided for identification purpose only. By order of the Board CNC Holdings Limited Zou Chen Dong CEO and Executive Director Hong Kong, 18 December 2012 As at the date of this announcement, the Board comprises the following Directors: Executive Directors: Mr. Wu Jin Cai Dr. Lee Yuk Lun Mr. Zou Chen Dong Ms. Wu Xu Hong Mr. Kan Kwok Cheung Mr. Chia Thien Loong, Eric John Non-executive Director: Ms. Liang Hui Independent non-executive Directors: Mr. Chan Hon Yuen Mr. Chu Siu Lun, Ivan Mr. Hau Chi Kit Mr. Jin Hai Tao 6
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (the GEM ) of the Hong Kong Stock Exchange for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the GEM website at http://www.hkgem.com on the "Latest Company Announcements" page for at least seven days from the date of its posting and the Company s website at http://www.cnctv.hk. 7