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) CONTINUING CONNECTED TRANSACTIONS BETWEEN THE GROUP AND XINXUAN COAL Transactions under the Xinxuan Framework Agreement The Board hereby announces that on

30 September 2016, Jinxi Limited entered into the Xinxuan Framework Agreement with Xinxuan Coal for a term of three years commencing on

30 September

2016 and expiring on

31 December 2018. It is expected that the Xinxuan Annual Cap for each of the three years ending

31 December 2016,

2017 and

2018 will not exceed RMB54,000,000, RMB108,000,000 and RMB108,000,000 respectively. The Xinxuan Annual Cap has been determined after taking into account of (i) the demand of the Specified Products estimated by the Company and/or its subsidiaries;

(ii) the prevailing market price of the Specified Products;

and (iii) the anticipated market price of the Specified Products during the term of the Xinxuan Framework Agreement. Xinxuan Coal is currently 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 accordingly Xinxuan Coal are connected persons of the Company and the transactions contemplated under the Xinxuan Framework Agreement constitute continuing connected transactions for the Company. The highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) (other than the profits ratio) in respect of the Xinxuan Annual Cap under the Xinxuan Framework Agreement is on an annual basis more than 1% but less than 5%. The continuing connected transactions contemplated under the Xinxuan Framework Agreement are subject to reporting, announcement and annual review requirements and exempt from the circular and shareholders'

approval requirement pursuant to Rule 14A.76(2) of the Listing Rules.

2 Reference is made to the announcement of the Company dated

19 March

2015 regarding, amongst others, the continuing connected transactions under the Xin Ding Da Framework Agreement made between Jinxi Limited and Xin Ding Da for a term of three years commencing on

1 January

2014 and expiring on

31 December

2016 and the continuing connected transactions under the Jin Zhao Lai Framework Agreement made between Jinxi Limited and Jin Zhao Lai for a term of three years commencing on

1 January

2014 and expiring on

31 December 2016. Since Mr. Zhang Xin is the son of Mr. Zhang Yugui, the continuing connected transactions contemplated under the Xinxuan Framework Agreement, the Xin Ding Da Framework Agreement and the Jin Zhao Lai Framework Agreement need to be aggregated under Rule 14A.83 of Listing Rule. The highest applicable percentage ratio (other than the profits ratio) in respect of the Xinxuan Framework Agreement, the Xin Ding Da Framework Agreement and the Jin Zhao Lai Framework Agreement when aggregated is on an annual basis more than 5%. By virtue of Rule 14A.101 of the Listing Rules, as (i) Xinxuan Coal is a connected person of the Company at the subsidiary level;