PDF《岳阳市兴盛复合肥有限公司》

CHANGJIANG FERTILIZER HOLDINGS LIMITED (Incorporated in Singapore on

30 July 2007) (Company Registration No.

200713878D) POTENTIAL ACQUISITION OF BUSINESS ASSETS OF YUEYANG CITY XINSHENG FUHEFEI CO., LTD (岳阳市兴盛复合肥有限公司 岳阳市兴盛复合肥有限公司 岳阳市兴盛复合肥有限公司 岳阳市兴盛复合肥有限公司) The Board of Directors (the "Board") of Changjiang Fertilizer Holdings Limited (the "Company") is pleased to announce that the Company, through its wholly-owned subsidiary Changjiang Huafei (Hunan) Co., Ltd (长江化肥(湖南)有限公司)("Changjiang Huafei"), has entered into a memorandum of understanding dated

27 December

2013 (the "MOU") with Yueyang City Xinsheng Fuhefei Co., Ltd (岳阳市兴盛复合肥有 限公司) (the "Vendor"), in relation to a potential acquisition of the Vendor's business assets involving, inter alia, the production of compound fertilisers (the "Acquisition"). The Acquisition, if proceeded with, is a significant step taken by the Company towards the resumption of its fertiliser production and operations. The consideration payable for the Acquisition is approximately RMB136.73 million (the "Consideration"), and is arrived at based on a valuation as conducted by a valuer commissioned by the Vendor. The Consideration comprises (i) the value of the present assets of the business (equivalent to approximately RMB55.99 million), which includes construction-in-progress production facilities (the "Present Asset Value");

and (ii) payment for the land asset (equivalent to approximately RMB 80.74 million)(the "Land Asset Payment"). The salient terms of the MOU are as follows: (a) Changjiang Huafei shall, within three (3) business days after the signing of the MOU, pay a deposit amounting to 40% of the Present Asset Value (equivalent to approximately RMB 22.40 million) to the Vendor (the "Deposit"). The Deposit is refundable subject to the condition in paragraph (c) below;

(b) upon receipt of the Deposit, the Vendor shall facilitate the conduct of legal and financial due diligence exercises by independent third parties appointed by Changjiang Huafei (the "Due Diligence Exercise");

(c) upon the discovery during the course of the Due Diligence Exercise of any substantial discrepancies relating to information provided by the Vendor on the assets, Changjiang Huafei will be entitled to a full refund of the Deposit and may elect to terminate the MOU;

and (d) Changjiang Huafei shall, (3) business days upon obtaining the relevant regulatory and shareholder approvals, pay the remaining 60% of the Present Asset Value together with the Land Asset Payment (equivalent to a total of approximately RMB 114.33 million), subject to any adjustments to the Present Asset Value, based on a formulation to be agreed upon between the parties. In the event the relevant regulatory and shareholder approvals are not obtained, the Deposit will not be refunded to Changjiang Huafei. The terms and conditions of the Acquisition have not been finalised at this stage and are subject to negotiations between the Company and the Vendor. There is also no assurance that the Acquisition will be proceeded with as much will also depend on the results of the Due Diligence Exercise. The Company will make the necessary announcements to update shareholders when it enters into the definitive agreement(s) or if there are of any material developments relating to the Acquisition. In the meantime, shareholders are advised to exercise caution in their dealings in the shares of the Company and to refrain from taking any action in relation to their shares which may be prejudicial to their interests. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers. BY ORDER OF THE BOARD Changjiang Fertilizer Holdings Limited Cai Jian Hua Executive Chairman and Chief Executive Officer