PDF《中国东方集团控股有限公司》

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.

CHINA ORIENTAL GROUP COMPANY LIMITED 中国东方集团控股有限公司*(incorporated in Bermuda with limited liability) (Stock code:581) CONNECTED AND DISCLOSEABLE TRANSACTION ACQUISITION OF ENTIRE EQUITY INTERESTS IN JINXI WAN TONG BY JINXI SPECIAL STEEL Acquisition of Entire Equity Interests in Jinxi Wan Tong by Jinxi Special Steel Reference is made to the announcement of the Company dated

5 January 2015, pursuant to which disclosure were made, inter alia, that Jinxi Special Steel leased the fixed assets from Jinxi Wan Tong. The Board is pleased to announce that on

1 April 2016, Jinxi Special Steel entered into the Share Transfer Agreement with Xin Ding Da relating to the Acquisition pursuant to which Jinxi Special Steel has agreed to acquire from Xin Ding Da and Xin Ding Da has agreed to sell to Jinxi Special Steel the entire equity interest in Jinxi Wan Tong for the Consideration of approximately RMB262,843,700 in accordance with the terms therein contained. Jinxi Wan Tong is currently a wholly owned subsidiary of Xin Ding Da which is wholly owned by Mr. Zhang Xin. Mr. Zhang Xin is a deemed connected person of the Company as he is the nephew of Mr. Zhang Yuhai who is a connected person of the Company by virtue of being a director of Jinxi Special Steel. Therefore, Mr. Zhang Xin and Xin Ding Da are connected persons of the Company and the Acquisition contemplated under the Share Transfer Agreement constitute a connected transaction for the Company.

2 Implications under the Listing Rules As the relevant applicable percentage ratios in respect of the Acquisition exceed 5% but are less than 25%, the entering into of the Share Transfer Agreement and the Acquisition contemplated thereunder constitutes a connected and discloseable transaction for the Company and is subject to the reporting, announcement and independent Shareholders'

approval requirements under Chapter

14 and Chapter 14A of the Listing Rules. By virtue of Rule 14A.101 of the Listing Rules, as (i) Xin Ding Da is a connected person of the Company at the subsidiary level;

(ii) the Acquisition under the Share Transfer Agreement is on normal commercial terms or better;

(iii) the Board has approved the Acquisition and the Share Transfer Agreement;

and (iv) the Directors, including all the independent non-executive Directors, have confirmed that the terms of the Share Transfer Agreement are fair and reasonable, and the Acquisition contemplated thereunder are on normal commercial terms or better, and in the ordinary and usual course of business of the Group, and in the interests of the Company and its shareholders as a whole, the Share Transfer Agreement and the Acquisition contemplated thereunder is subject to the reporting and announcement requirements but is exempt from the circular, independent financial advice and shareholders'

approval requirements under Chapter 14A of the Listing Rules. None of the Directors has any material interest in the Share Transfer Agreement and the Acquisition contemplated thereunder, and therefore none of them has abstained from voting on the board meeting approving the Share Transfer Agreement and the Acquisition contemplated thereunder. After the Completion, Jinxi Wan Tong will become an indirect non-wholly owned subsidiary of the Company. Acquisition of Entire Equity Interests in Jinxi Wan Tong by Jinxi Special Steel Reference is made to the announcement of the Company dated