PDF《中国东方集团控股有限公司》

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 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 (as defined below) of approximately RMB262,843,700 in accordance with the terms therein contained (the Acquisition ). THE SHARE TRANSFER AGREEMENT Date

1 April

2016 3 Parties Seller : Xin Ding Da Purchaser : Jinxi Special Steel THE ACQUISITION Under the Share Transfer Agreement, Jinxi Special Steel agreed to acquire the entire equity interest in Jinxi Wan Tong from Xin Ding Da at the Consideration of RMB262,843,700 (equivalent to approximately HK$314,953,000). After the Completion, Jinxi Wan Tong will become an indirect non-wholly owned subsidiary of the Company. Consideration The total consideration payable by Jinxi Special Steel to Xin Ding Da for the Acquisition is RMB262,843,700 (equivalent to approximately HK$314,953,000) (the Consideration ), which will be payable in cash or cash equivalents. As at

30 November 2015, the unaudited net asset value of Jinxi Wan Tong as prepared in accordance with the PRC accounting standards amounted to approximately RMB 125,800,000 (the Net Book Value ). The appraised net asset value of Jinxi Wan Tong as stated in the appraisal report issued on

14 December

2015 by Tangshan Yongxin Assets Appraisal Company Limited* (唐山永信资产评估有限 公司), a qualified assets valuer recognized in the PRC and an independent third party not connected with the Company and its connected persons (as defined in the Listing Rules), amounted to approximately RMB 262,800,000 as at

30 November

2015 (the Appraised Net Asset Value ). The Consideration for the Acquisition was determined after arm'

s length negotiation between the parties with reference to the Appraised Net Asset Value. According to the corporate records of Jinxi Wan Tong, Xin Ding Da'

s original acquisition cost of the entire equity in Jinxi Wan Tong was RMB 100,000,000. The Group has also taken into account the Tenancy Agreement between Jinxi Special Steel and Jinxi Wan Tong as a factor for the determination of the Consideration for the Acquisition. The value of the Consideration for the Acquisition represents a premium of approximately 108.9% over the Net Book Value. The Consideration for the Acquisition is intended to be funded by the Group'

s internal resources and bank borrowings and will be fully settled by cash or cash equivalents upon Completion. COMPLETION Completion shall take place within

30 days of the date of the Share Transfer Agreement. The Consideration under the Equity Transfer Agreement shall be fully settled upon Completion.

4 INFORMATION OF JINXI SPECIAL STEEL AND THE GROUP Jinxi Special Steel is a company established in the PRC and an indirect non-wholly owned subsidiary of the Company. Jinxi Special Steel and the Group are principally engaged in the manufacturing and sale of steel products. INFORMATION OF XIN DING DA Xin Ding Da is a company established in the PRC and is currently wholly owned by Mr. Zhang Xin. Mr. Zhang Xin is the nephew of Mr. Zhang Yuhai who is currently a director of Jinxi Special Steel (an indirect non-wholly owned subsidiary of the Company). Therefore, Mr. Zhang Xin and Xin Ding Da are regarded as connected persons of the Company. The principal activity of Xin Ding Da is trading business. INFORMATION OF JINXI WAN TONG 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. Jinxi Wan Tong is principally engaged in the manufacturing and sale of iron and steel products. Set out below is a summary of the unaudited financial information of Jinxi Wan Tong for the two years ended