PDF《中民控股有限公司》

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.

CHINESE PEOPLE HOLDINGS COMPANY LIMITED 中民控股有限公司(incorporated in Bermuda with limited liability) (Stock code:681) DISCLOSEABLE TRANSACTION: DISPOSAL OF SUBSIDIARIES THE DISPOSAL On

28 June

2016 (after trading hours of the Stock Exchange), the Vendors and the Purchasers entered into the Equity Transfer Agreements, pursuant to which the Vendors agreed to sell and the Purchasers agreed to purchase the Sale Capital for the Total Consideration of RMB73,000,000, which shall be satisfied by the Purchasers as to (i) RMB20,000,000 in cash and in instalment to the Vendors and (ii) RMB53,000,000 settled through assumption of the Debt owing by Zhongmin Yongheng to Shenzhen Le Cai. IMPLICATIONS UNDER THE LISTING RULES As one of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the Disposal exceeds 5% but is less than 25%, the Disposal constitutes a discloseable transaction of the Company under Rule 14.06 of the Listing Rules, and is therefore subject to the reporting and announcement requirements but exempt from the circular, independent financial opinion and the Shareholders'

approval requirements under the Listing Rules. Under Rule 14A.09 of the Listing Rules, the Disposal Group is an insignificant subsidiary of the Company. The directors of the Purchasers (Mr. Yang Songsheng and Mr. Yeung Paak Ching) are currently directors of the Disposal Group. Despite that the Purchasers are connected persons of the Company at the subsidiary level, the Purchasers and their respective ultimate beneficial owners are not connected persons of the Company under Rule 14A.09 of the Listing Rules. As such, the Disposal does not constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. On

28 June

2016 (after trading hours of the Stock Exchange), the Vendors and the Purchasers entered into the Equity Transfer Agreements, pursuant to which the Vendors agreed to sell and the Purchasers agreed to purchase the Sale Capital for the Total Consideration of RMB73,000,000, which shall be satisfied by the Purchasers as to (i) RMB20,000,000 in cash and in instalment to the Vendors and (ii) RMB53,000,000 settled through assumption of the Debt owing by Zhongmin Yongheng to Shenzhen Le Cai. The relevant major terms and conditions are set out below: First Equity Transfer Agreement Date:

28 June

2016 (after trading hours of the Stock Exchange) Parties: (i) the Company;

and (ii) Yongheng Hong Kong. Yongheng Hong Kong act as an investment holding company. As at the date of this announcement, each of Mr. Yang Songsheng and Mr. Yeung Paak Ching is a director and ultimate beneficial owner of Yongheng Hong Kong. They are brothers and also directors of the Disposal Group. Mr. Yang Songsheng, who has acted as the chairman and an executive Director of the Company, and Mr. Yeung Paak Ching, who has acted as an executive Director of the Company, both of them resigned all the positions in the Company on

1 August 2013. As such, they are deemed connected persons of the Company at the subsidiary level. Despite that Mr. Yang Songsheng, Mr. Yeung Paak Ching and Yongheng Hong Kong are connected persons of the Company at the subsidiary level, the Disposal Group is an insignificant subsidiary of the Company under Rule 14A.09 of the Listing Rules, and Mr. Yang Songsheng, Mr. Yeung Paak Ching and Yongheng Hong Kong are not connected persons of the Company. Assets to be Disposed of: The Company has agreed to sell and Yongheng Hong Kong has agreed to purchase or procure to purchase the First Sale Capital, free from all pledges, encumbrances or third party rights in any nature. The First Sale Capital represent 45% equity interests of Cai Cai Le. Upon completion of the Disposal, the Company will no longer hold any equity interests in Cai Cai Le and Cai Cai Le will cease to be a subsidiary of the Company. First Consideration and Payment Method: The First Consideration is RMB8,100,000 and shall be paid by Yongheng Hong Kong in cash to the Company in the following manner: 1) RMB2,430,000 shall be payable to the Company within