Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2016

Mar 4, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hao Tian Development Group Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

PROPOSED ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE

CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME TO CONNECTED PERSONS PURSUANT TO SPECIFIC MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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A letter from the Board is set out on pages 5 to 14 of this circular. A letter from the Independent Board Committee containing its recommendation is set out on pages 15 to 16 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 41 of this circular.

A notice convening the extraordinary general meeting of Hao Tian Development Group Limited to be held at Room 2702, 27/F, 200 Gloucester Road, Wan Chai, Hong Kong on Tuesday, 22 March 2016, at 10:30 a.m. is set out on pages 48 to 50 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed. Whether or not you intend to attend and vote at the extraordinary general meeting or any adjourned meeting (as the case may be) in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

4 March 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from Central China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix I – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
Appendix II – Procedures for Poll Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following words and expressions have the meanings ascribed to them below:

“Adoption Date”

27 September 2013, being the date on which the Board approved the adoption of the Scheme

“Announcement”

the announcement of the Company dated 29 January 2016 in relation to (i) the proposed issue of new Shares under the Scheme and (ii) connected transaction in relation to the proposed issue of new Shares under the Scheme

“Award”

an award granted by the Board or its delegate(s) to a Selected Participant, which may vest in the form of Award Shares, as the Board or its delegate(s) may determine in accordance with the terms of the Scheme Rules

“Award Shares”

the Shares granted under the Scheme to a Selected Participant in an Award

“Company”

Hao Tian Development Group Limited（昊天發展集團有 限公司）, a company incorporated under the laws of the Cayman Islands and whose shares are listed and traded on the main board of the Stock Exchange

“Connected Award Shares”

an aggregate of 21,941,195 Award Shares which are proposed to be awarded to the Connected Selected Participants

• “Connected Selected Participants”

Selected Participants who are Directors, directors of certain subsidiaries of the Company or Substantial Shareholder, being connected person of the Company

“Director(s)”

the director(s) of the Company

“EGM”

the extraordinary general meeting of the Company to be convened and held at Room 2702, 27/F, 200 Gloucester Road, Wan Chai, Hong Kong at 10:30 a.m. on Tuesday, 22 March 2016 to consider, and if thought fit, to approve the issue and allotment of the Award Shares to the Selected Participants

– 1 –

DEFINITIONS

“Group”

• “Hao Tian Finance”

“HK$”

• “Hong Kong”

• “Independent Award Shares”

• “Independent Board Committee”

• “Independent Financial Adviser” or “Central China”

• “Independent Selected Participants”

• “Independent Shareholders”

the Company and its subsidiaries from time to time

Hao Tian Finance Company Limited（昊天財務有限 公司）, a company incorporated in Hong Kong with limited liability and a non wholly-owned subsidiary of the Company

Hong Kong dollar(s), the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People’s Republic of China

an aggregate of 7,673,711 Award Shares which are proposed to be awarded to the Independent Selected Participants

a committee of the Board comprising all the independent non-executive Directors formed for the purpose of advising the Independent Shareholders in relation to the allotment and issue of the Connected Award Shares to the Connected Selected Participants

Central China International Capital Limited (formerly known as Pan Asia Corporate Finance Limited), a licensed corporation under the SFO to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities and the independent financial adviser appointed for the purpose of advising the Independent Board Committee and the Independent Shareholders as to the allotment and issue of the Connected Award Shares to the Connected Selected Participants

Selected Participants who are third parties independent of the Company and connected persons of the Company

the Shareholders who are independent of, and not connected with, the Connected Selected Participants and their respective associates and are not required to abstain from voting at the EGM

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DEFINITIONS

• “Latest Practicable Date”

“Listing Rules”

“Participants”

“Scheme”

• “Scheme Rules”

• “Selected Participant”

“SFO”

“Share(s)”

“Stock Exchange”

“Substantial Shareholder”

1 March 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

the Rules Governing the Listing of Securities on the Stock Exchange

any individual being a Director, employee, officer, agent or consultant of the Company or any of its subsidiaries or any other person as determined by the Board who the Board considers, in its absolute discretion, have contributed or will contribute to the Group

the share award scheme adopted by the Board on 27 September 2013

the rules relating to the Scheme

any Participant approved for participation in the Scheme and who has been granted any Award pursuant to the Scheme Rules

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

ordinary share(s) of the Company

The Stock Exchange of Hong Kong Limited

any person (including a holder of depositary receipts) who is entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of the Company

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RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

Executive directors: Registered office: Mr. Xu Hai Ying Cricket Square Dr. Zhiliang Ou, JP (Australia) Hutchins Drive Mr. Fok Chi Tak P.O. Box 2681 Grand Cayman KY1-1111 Independent Non-executive Directors: Cayman Islands Mr. Chan Ming Sun, Jonathan Mr. Lam Kwan Sing Head office and principal place of Mr. Lee Chi Hwa, Joshua business: Rooms 4917-4932, 49th Floor Sun Hung Kai Centre 30 Harbour Road, Wanchai Hong Kong 4 March 2016

To all Shareholders

Dear Sir or Madam,

PROPOSED ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE

CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME TO CONNECTED PERSONS PURSUANT TO SPECIFIC MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement.

– 5 –

LETTER FROM THE BOARD

As disclosed in the Announcement, the Board has resolved to award an aggregate of 29,614,906 Award Shares to 21 Selected Participants under the Scheme.

The purpose of this Circular is to provide you with further details of the Award Shares and to give notice to the Shareholders of the EGM at which ordinary resolutions will be proposed to approve the grant of specific mandate for the allotment and issue of the Award Shares and to provide other relevant information in accordance with the Listing Rules.

The Independent Board Committee, comprising all the independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the award of the Connected Award Shares to the Connected Selected Participants is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the award of the Connected Award Shares to the Connected Selected Participants.

DETAILS OF AWARD OF THE AWARD SHARES

On 29 January 2016, the Board has resolved to, subject to the approval of the Independent Shareholders/Shareholders (as the case may be), award an aggregate of 29,614,906 Award Shares to 21 Selected Participants under the Scheme by way of issue and allotment of new shares pursuant to the specific mandate which may be granted by the Independent Shareholders/Shareholders (as the case may be) at the EGM.

Among the 29,614,906 Award Shares:

• (i) the Connected Award Shares will be awarded to 10 Connected Selected Participants; and

• (ii) the Independent Award Shares will be awarded to 11 Independent Selected Participants.

AWARD TO THE CONNECTED SELECTED PARTICIPANTS

As the 10 Connected Selected Participants are the connected persons (as defined in Chapter 14A of the Listing Rules) of the Company, the issue and allotment of the Connected Award Shares to the Connected Selected Participants under the Scheme shall constitute connected transactions of the Company under Chapter 14A of the Listing Rules. The issue and allotment of the Connected Award Shares shall be subject to, among others, the approval by the Independent Shareholders at the EGM.

– 6 –

LETTER FROM THE BOARD

The Connected Award Shares are proposed to be granted to the following connected persons of the Company:

Name of Connected Selected Participants Relationship with the Group Xu Hai Ying Executive Director Zhiliang Ou,JP Executive Director Fok Chi Tak Executive Director Chan Ming Sun, Jonathan Independent Non-executive Director Lam Kwan Sing Independent Non-executive Director Lee Chi Hwa, Joshua Independent Non-executive Director Li Shao Yu Director of certain subsidiaries of the Company and Substantial Shareholder Ma Lirong Director of certain subsidiaries of the Company Wang Man Yu Director of certain subsidiaries of the Company Wang Zhi Yu Director of certain subsidiaries of the Company Subtotal

Number of Connected Award Shares 628,931 628,931 15,723,270 628,931 628,931 628,931 1,163,522 1,414,308 172,956 322,484

21,941,195

Each of the Directors has abstained from approving the relevant board resolutions on the award of the relevant Connected Award Shares to himself.

AWARD TO THE INDEPENDENT SELECTED PARTICIPANTS

7,673,711 Independent Award Shares are proposed to be granted to the Independent Selected Participants, who are/were the employees of the Company but not Directors nor chief executive of the Group.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Independent Selected Participants are third parties independent of the Company and connected persons of the Company.

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LETTER FROM THE BOARD

CONDITIONS

The issue and allotment of the Connected Awarded Shares to the Connected Selected Participants shall be subject to:

• (i) the grant of the listing approval by the Stock Exchange in respect of the Connected Award Shares; and

• (ii) the approval by the Independent Shareholders at the EGM in respect of the specific mandate for the issue and allotment of the Connected Award Shares.

The issue and allotment of the Independent Award Shares to the Independent Selected Participants shall be subject to:

• (i) the grant of the listing approval by the Stock Exchange in respect of the Independent Award Shares; and

• (ii) the approval by the Shareholders at the EGM in respect of the specific mandate for the issue and allotment of the Independent Award Shares.

FURTHER DETAILS OF THE AWARD SHARES

The information in relation to the issue and allotment of the 29,614,906 new Award Shares to the Selected Participants is set out below:

Securities to be issued:

An aggregate of 29,614,906 new Shares, comprising (i) 21,941,195 Connected Award Shares to be issued and allotted to the Connected Selected Participants and (ii) 7,673,711 Independent Award Shares to be issued and allotted to the Independent Selected Participants.

Percentage of Award Shares The aggregate of 29,614,906 new Award Shares to be issued in the share capital of and allotted by the Company to the Selected Participants the Company: represent approximately 0.82% of the total number of Shares in issue as at the Latest Practicable Date and approximately 0.81% of the total number of Shares in issue as enlarged by the issue and allotment of the Award Shares.

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LETTER FROM THE BOARD

Market value of Award Shares:

Based on the closing price of HK$0.30 per Share as quoted on the Stock Exchange as at the date of the Announcement, the market values of 21,941,195 Connected Award Shares and 7,673,711 Independent Award Shares are approximately HK$6,582,359 and HK$2,302,113, respectively.

Based on the closing price of HK$0.305 per Share as quoted on the Stock Exchange as at the Latest Practicable Date, the market values of 21,941,195 Connected Award Shares and 7,673,711 Independent Award Shares are approximately HK$6,692,064 and HK$2,340,482, respectively.

Status of Award Shares:

The Award Shares, when issued and fully paid, shall rank pari passu among themselves and with those Shares in issue, with the right to receive all dividends and other distributions declared, made or paid on or after the date of allotment.

Funds to be raised:

The Selected Participants are not required to pay any consideration for the grant of Award Shares. No fund will be raised by the Company as a result of the issue and allotment of the Award Shares.

Identity of the allottee(s):

The Shares will be allotted and issued directly to the relevant Participants.

Market price of the Shares:

The closing price of the Shares as quoted on the Stock Exchange on the date of the Announcement and the Latest Practicable Date was HK$0.30 and HK$0.305 per Share respectively.

The average closing price of the Shares as quoted on the Stock Exchange for the five consecutive trading days immediately preceding the date of the Announcement and the Latest Practicable Date was HK$0.318 and HK$0.316 per Share respectively.

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LETTER FROM THE BOARD

Other conditions:

The following Award Shares are subject to non-disposal undertaking, pursuant to which the relevant Selected Participants shall not sell, transfer or otherwise dispose of the relevant Award Shares within 1 year after the issue and allotment of the same:

• 628,931 Connected Award Shares proposed to be granted to Xu Hai Ying;

• 628,931 Connected Award Shares proposed to be granted to Zhiliang Ou, JP;

• 15,723,270 Connected Award Shares proposed to be granted to Fok Chi Tak;

• 628,931 Connected Award Shares proposed to be granted to Chan Ming Sun, Jonathan;

• 628,931 Connected Award Shares proposed to be granted to Lam Kwan Sing;

• 628,931 Connected Award Shares proposed to be granted to Lee Chi Hwa, Joshua;

• 628,931 out of 1,414,308 Connected Award Shares proposed to be granted to Ma Lirong;

• 188,679 out of 322,484 Connected Award Shares proposed to be granted to Wang Zhi Yu; and

• 3,270,437 out of 7,673,711 Independent Award Shares proposed to be granted to the Independent Selected Participants.

Save for the aforesaid, the other Award Shares are not subject to non-disposal undertakings.

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LETTER FROM THE BOARD

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

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Actual use of
Proceeds
Date of Approximate Intended use of as at the Latest
announcement Event net proceeds net proceeds Practicable Date
10 April 2015 Issue of unlisted Approximately HK$580,000 (a) Expansion of the Use as intended
warrants by the for issue of warrants money lending
Company business of the
Group
Approximately HK$294 (b) Investment in Use as intended
million upon full exercise securities by the
of the subscription rights Group
attached to the warrants.
As at the Latest Practicable (c) General working
Date, 100,000,000 warrants capital of the
have been exercised, raising Group
approximately HK$50
million
16 July 2015 Issue of warrants by Approximately HK$117 Business development Not applicable. The
Hao Tian Finance million upon full exercise warrants have not
up to the maximum of the subscription rights been exercised
amount of US$15 attached to the warrants as at the Latest
million (Note) Practicable Date
21 July 2015 Placing and top-up Approximately HK$213.6 Future business Use as intended
subscription million development and
general working
capital of the Group
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Note: The issue of warrants by Hao Tian Finance is a part of the transaction in connection with the issue of 9 per cent secured notes of US$30 million (the “ Notes ”) by the Company to Sea Venture Investments Limited (“ Sea Venture ”), details of which have been disclosed in the announcement of the Company dated 7 July 2015. Pursuant to the agreed structure of the transaction, the Company has issued the Notes in the principal amount of US$30 million to Sea Venture. As a package of the deal, Hao Tian Finance has issued the warrants to Sea Venture. Upon exercise of the warrants, the subscription price may be used to set off a portion of the outstanding amount under the Notes. Completion of the issue of the Notes has taken place on 16 July 2015. As at the Latest Practicable Date, the net proceeds received from the Notes had been utilized as intended.

Application will be made by the Company to the Stock Exchange for the granting of the listing of, and permission to deal in, the aggregate of 29,614,906 Award Shares.

– 11 –

LETTER FROM THE BOARD

REASONS AND BASIS FOR THE AWARD OF THE AWARD SHARES

The Company is an investment holding company. The Group is principally engaged in the business of money lending, securities investment, trading of futures and logistics and warehousing.

The Scheme forms part of the incentive schemes of the Group. The Board considers that the award of the Awarded Shares to the Selected Participants, which were determined with reference to, inter alia, the contribution of the relevant Selected Participant to the Group and (if applicable) the remuneration package of the relevant Selected Participant, provides incentives to the Selected Participants and will allow the Group to attract and retain talents for the continual operation and development of the Group. The award of the Award Shares to the Selected Participants recognizes their continual support to the Group and their effort will promote the Group’s future development.

Furthermore, there will not be any actual cash outflow by the Group under the award of the Award Shares to provide incentives to the Selected Participants.

INFORMATION ABOUT THE GROUP

The Company is an investment holding company. The principal businesses of the Group comprise financial services, securities investment, trading of futures, and logistics and warehousing.

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising all the independent non-executive Directors has been established to advise and give recommendations to the Independent Shareholders on the allotment and issue of the Connected Award Shares to the Connected Selected Participants.

Central China International Capital Limited has been appointed as the Independent Financial Adviser to make recommendations to the Independent Board Committee and the Independent Shareholders on the allotment and issue of the Connected Award Shares to the Connected Selected Participants.

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LETTER FROM THE BOARD

EGM

An EGM will be convened and held to consider and, if thought fit, to approve the grant of specific mandate for issue and allotment of the Award Shares to the Selected Participants.

As at the Latest Practicable Date, Asia Link Capital Investment Holdings Limited (“ Asia Link ”), a company wholly owned by Ms. Li Shao Yu, was holding and was entitled to exercise control over the voting rights in respect of 1,968,173,149 Shares (representing approximately 54.48% of the entire issued share capital of the Company) and Ms. Li Shao Yu was also personally holding and was entitled to exercise control over the voting rights in respect of 3,616,800 Shares (representing approximately 0.10% of the entire issued share capital of the Company). Therefore, Asia Link and Ms. Li Shao Yu are the substantial Shareholders. Ms. Ma Lirong is a director of Asia Link. Thus, Asia Link and Ms. Li Shao Yu will be required to abstain from voting in respect of the grant of the Award Shares to Ms. Li Shao Yu and Ms. Ma Lirong at the EGM.

A form of proxy for the EGM is enclosed herewith. Whether or not you are able to attend the EGM in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish. Pursuant to the Listing Rules, voting by poll is required for any resolution put to vote at the EGM.

Details of the Connected Award Shares will be disclosed in the Company’s published annual report and accounts in accordance with Rule 14A.49 of the Listing Rules.

VOTING BY POLL AT THE EGM

Pursuant to Rule 13.39 of the Listing Rules and article 66 of the Articles, any votes of the Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the award of the Connected Award Shares to the Connected Selected Participants is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the grant of the specific mandate for the allotment and issue of the Connected Awarded Shares to the Connected Selected Participants.

The Directors (including the independent non-executive Directors) consider that the award of the Independent Award Shares to the Independent Selected Participants is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the grant of the specific mandate for the allotment and issue of the Independent Awarded Shares to the Independent Selected Participants.

Your attention is drawn to (i) the letter from the Independent Board Committee set out on pages 15 to 16 of this circular, which contains its recommendation to the Independent Shareholders as to the award of the Connected Award Shares to the Connected Selected Participants; and (ii) the letter from the Independent Financial Adviser set out on pages 17 to 41 of this circular, which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the award of the Connected Award Shares to the Connected Selected Participants and reasons considered by it in arriving at its opinion.

ADDITIONAL INFORMATION

Your attention is also drawn to the general information set out in the Appendix I to this circular.

Yours faithfully,

By Order of the Board

Hao Tian Development Group Limited Fok Chi Tak

Executive Director

– 14 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

4 March 2016

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ISSUE OF NEW SHARES TO CONNECTED PERSONS UNDER THE SHARE AWARD SCHEME PURSUANT TO SPECIFIC MANDATE

We refer to the circular dated 4 March 2016 issued by the Company to the Shareholders (the “ Circular ”) of which this letter forms part. Terms defined in the Circular shall have the same meaning when used in this letter, unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders as to whether the award of the Connected Award Shares to the Connected Selected Participants is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Central China International Capital Limited has been appointed as Independent Financial Adviser to advise us and the Independent Shareholders in this respect.

Your attention is drawn to the letter from the Independent Financial Adviser in the Circular containing the advice of the Independent Financial Adviser in respect of the award of the Connected Award Shares to the Connected Selected Participants.

– 15 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

RECOMMENDATION

We have considered the principal factors taken into account by the Independent Financial Adviser in arriving at its opinion in respect of the award of the Connected Award Shares to the Connected Selected Participants. We concur with the views of the Independent Financial Adviser that the award of the Connected Award Shares to the Connected Selected Participants is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend that the Independent Shareholders vote in favour of the resolutions in respect of the award of the Connected Award Shares to the Connected Selected Participants.

Yours faithfully,

For and on behalf of the Independent Board Committee of Hao Tian Development Group Limited

Chan Ming Sun, Jonathan Lam Kwan Sing Lee Chi Hwa, Joshua Independent Independent Independent non-executive Director non-executive Director non-executive Director

– 16 –

LETTER FROM CENTRAL CHINA

The following is the text of the letter of advice from Central China International Capital Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, for the purpose of incorporation into the circular.

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Central China International Capital Limited Unit 1504, 15th Floor The Center 99 Queen’s Road Central Central Hong Kong

4 March 2016

To the Independent Board Committee and the Independent Shareholders HAO TIAN DEVELOPMENT GROUP LIMITED

Dear Sirs,

CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ISSUE OF NEW SHARES UNDER THE SHARE AWARD SCHEME TO CONNECTED PERSONS PURSUANT TO SPECIFIC MANDATE

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in connection with a proposed issue of new shares to connected persons under the Share Award Scheme pursuant to specific mandate, details of which are set out in the circular of the Company dated 4 March 2016 (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter have the same meanings as defined in the Circular, unless the context requires otherwise.

On 29 January 2016, the Board resolved to award an aggregate of 29,614,906 Award Shares to 21 Selected Participants under the Scheme, of which, (i) 21,941,195 Connected Award Shares will be awarded to 10 Connected Selected Participants by way of issue and allotment of new Shares; and (ii) 7,673,711 Award Shares will be awarded to 11 Independent Selected Participants by way of issue and allotment of new Shares.

– 17 –

LETTER FROM CENTRAL CHINA

As the Connected Selected Participants are connected persons of the Company, whose details are summarized on pages 23-26 of the Circular, the issue and allotment of the Connected Award Shares to them constitute connected transactions on the part of the Company under Chapter 14A of the Listing Rules, which shall be subject to the approval by the Independent Shareholders. Specific mandate will also be obtained for issue and allotment of the Independent Award Shares to the Independent Selected Participants.

An EGM will be convened to consider and, if thought fit, approve the grant of specific mandate for issue and allotment of the Award Shares to the Selected Participants. As at the Latest Practicable Date, Asia Link Capital Investment Holdings Limited (“ Asia Link ”), a company wholly owned by Ms. Li Shao Yu, held 1,968,173,149 Shares (representing approximately 54.48% of the entire issued share capital of the Company) and Ms. Li Shao Yu also held 3,616,800 Shares personally, representing approximately 0.10% of the entire issued share capital of the Company. Therefore, Asia Link and Ms. Li Shao Yu are the Substantial Shareholders. Ms. Ma Lirong is a director of Asia Link. Thus, Asia Link and Ms. Li Shao Yu will be required to abstain from voting in respect of the grant of the Award Shares to Ms. Li Shao Yu and Ms. Ma Lirong at the EGM, based on the Listing Rules.

Mr. Xu Hai Ying, Mr. Zhiliang Ou, JP and Mr. Fok Chi Tak being Executive Directors; Mr. Chan Ming Sun, Jonathan, Mr. Lam Kwan Sing, and Mr. Lee Chi Hwa, Joshua being Independent Non-executive Directors; Ms. Li Shao Yu being a Director of certain subsidiaries of the Company and Substantial Shareholder, Ms. Ma Lirong, Mr. Wang Man Yu and Ms. Wang Zhi Yu being directors of certain subsidiaries of the Company, are connected persons of the Company. Accordingly, the proposed issue of new shares by the Company to Connected Selected Participants is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The EGM will be convened at which Independent Shareholders will consider and vote by way of poll on the proposed issue of new Shares by the Company to Connected Selected Participants, being the allotee of the Connected Award Shares, is considered as having material interests in the allotment and issue of the Connected Award Shares.

We, Central China International Capital Limited (formerly known as Pan Asia Corporate Finance Limited), have been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of a proposed issue of new shares to connected persons under the share award scheme pursuant to specific mandate are fair and reasonable and whether they are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM CENTRAL CHINA

We are not connected with the Directors, chief executive and Substantial Shareholders of the Company or any of their respective subsidiaries or associates and are therefore considered suitable to give independent advice to the Independent Board Committee and the Independent Shareholders. During the last two years, we did not have any engagement with the Connected Selected Participants and no arrangement exists whereby we will receive any fees or benefits from the Connected Selected Participants or any of their associates.

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the accuracy of the information and representations contained in the Circular and have assumed that all information and representations made or referred to in the Circular were true at the time they were made and continue to be true as at the Latest Practicable Date. We have also relied on our discussion with the Directors and management of the Company regarding the Group, including the information and representations contained in the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors and management of the Company in the Circular were reasonably made after due enquiry. We consider that we have reviewed sufficient information to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice.

We have no reason to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and management of the Company. We have not, however, conducted an independent in-depth investigation into the business and affairs of the Group, its subsidiaries or Connected Selected Participants or their respective associates nor have we carried out any independent verification of the information supplied.

OUR QUALIFICATIONS AND INDEPENDENCE

Central China (formerly known as Pan Asia Corporate Finance Limited) has been licensed by the Securities and Futures Commission (the “ SFC ”) since 1992 and is now a licensed corporation engaging in Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO. Mr. Cheung, who is the General Manager of Central China and signs off on this letter, is licensed by the SFC as a Responsible Officer and a Principal license holder of Central China, and has over 20 years’ experience in the financial services industry in Hong Kong.

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LETTER FROM CENTRAL CHINA

Central China (formerly known as Pan Asia Corporate Finance Limited) was engaged to act as the independent financial adviser to the independent board committee and the independent shareholders of the Company in a number of transactions before, details of which are summarised in the following table:

Date	Type of transaction	Details of work performed	Result
25 April 2014	An open offer on the basis of two	Please refer to pages 50-79 of	Approved by the Company’s
	offer shares for one adjusted share	the Company’s circular	independent shareholders
	at HK$0.25 per offer share with	dated 2 July 2014	at an extraordinary general
	bonus issue on the basis of one		meeting held on 30 July
	bonus share for one offer share		2014
	taken up under the open offer; (ii)
	the underwriting agreement; and
	(iii) the application for whitewash
	waiver
14 November 2014	Proposed refreshment of general	Please refer to pages 13-23 of	Approved by the Company’s
	mandate	the Company’s circular	independent shareholders
		dated 11 December 2014	at an extraordinary general
			meeting held on 30
			December 2014
10 April 2015	Connected transaction for the issue	Please refer to pages 26-51 of	Approved by the Company’s
	of unlisted warrants	the Company’s circular	independent shareholders
		dated 31 May 2015	at an extraordinary general
			meeting held on 26 June
			2015

Notwithstanding that we had acted as the independent financial adviser to the independent board committee and the independent shareholders of the Company for a number of transactions in the past two years, we have not had, as said before, any relationship with or interest in the Company or any other parties that could reasonably be regarded as relevant to our independence. Apart from normal professional fees paid or payable to us in connection with this appointment as the Independent Financial Adviser, no arrangements exist under which we have received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence. Accordingly, we consider that we are independent as the term is defined in Rule 13.84 of the Listing Rules. Insofar as Rule 13.84(5) is concerned, no member of our group has served as a financial adviser to (i) the Company or its subsidiaries; (ii) another party to this transaction or its subsidiaries; and (iii) core connected persons of the Company or another party to the transaction.

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LETTER FROM CENTRAL CHINA

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion regarding the proposed issue of new shares to connected persons under the share award scheme pursuant to specific mandate, we have considered the following principal factors and reasons:

1. Information of the group

As set out in the letter from the Board in the Circular (the “ Letter from the Board ”), the Company is an investment holding company and is principally engaged in the business of money lending, securities investment, trading of futures and logistics and warehousing.

The Group’s revenue and results for the six months ended 30 September 2015 and 2014 and the financial years ended 31 March 2015 and 2014 are summarised below, which are extracted from the interim report for the six months ended 30 September 2015 (the “ Interim Report 2015/16 ”) and the respective annual reports of the Company.

	For the six months	For the six months	For the financial year	For the financial year
	ended 30 September		ended 31 March
	2015	2014	2015	2014
	HK$’000	HK$’000	HK$’000	HK$’000
	(Unaudited)	(Unaudited)	(Audited)	(Audited)
Revenue	47,064	31,966	60,899	40,323
Net profit/(loss) for the period/year	13,800	1,065,663	1,522,378	(12,459)

The total profit from continuing operations and discontinued operations attributable to the shareholders for the year ended 31 March 2015 was approximately HK$1,522.5 million (2014: a loss of HK$12.4 million), which represents a substantial improvement and the Board considers that the contributions of the Directors and the management of the Group were crucial to the success of the Group.

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LETTER FROM CENTRAL CHINA

2. Reasons for and benefits of the Connected Award Shares

The Connected Selected Participants are 10 connected persons of the Company, namely, Mr Xu Hai Ying, Mr. Zhiliang Ou, JP, Mr. Fok Chi Tak, Mr. Chan Ming Sun Jonathan, Mr. Lam Kwan Sing, Mr. Lee Chi Hwa Joshua, Ms. Li Shao Yu, Ms. Ma Lirong, Mr. Wang Man Yu and Ms. Wang Zhi Yu.

As for the Scheme, it forms part of the incentive schemes of the Group. The Board considers that the award of the Connected Award Shares provide incentives to the Connected Selected Participants and will allow the Group to attract and retain talents for the continual operation and development of the Group. The award of the Connected Award Shares recognizes the Connected Selected Participants’ continual support to the Group and their effort will promote the Group’s future development. Furthermore, there will not be any actual cash outflow by the Group, except cost of, inter alia, preparation of the announcement, preparation and printing of the circular, holding of the EGM, printing of the share certificates and engagement of professionals and advisors, as the number of Award Shares will be an expense in profit and loss in the Company’s financial statement.

The table below summaries the information about the Connected Selected Participants and the number of the new Connected Award Shares to be granted to each of them:

Name of Connected Selected Participants Relationship with the Group Mr Xu Hai Ying Executive Director Mr. Zhiliang Ou,JP Executive Director Mr. Fok Chi Tak Executive Director Mr. Chan Ming Sun Jonathan Independent Non-executive Director Mr. Lam Kwan Sing Independent Non-executive Director Mr. Lee Chi Hwa Joshua Independent Non-executive Director Ms. Li Shao Yu Director of certain subsidiaries of the Company and Substantial Shareholder Ms. Ma Lirong Director of certain subsidiaries of the Company Mr. Wang Man Yu Director of certain subsidiaries of the Company Ms. Wang Zhi Yu Director of certain subsidiaries of the Company Total	Number of new Awarded Shares 628,931 628,931 15,723,270 628,931 628,931 628,931 1,163,522 1,414,308 172,956 322,484 21,941,195	Percentage of the total issued Shares as at the Latest Practicable Date 0.017% 0.017% 0.435% 0.017% 0.017% 0.017% 0.032% 0.039% 0.005% 0.009%
		0.605%

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LETTER FROM CENTRAL CHINA

We understand from the Company the latest outstanding options and the table below summaries the information about the Connected Selected Participants and the number of options outstanding (after bonus issue on 5.2.2016) or granted.

			No. of Options
			Outstanding
		Adjusted exercise	(after bonus
Name of Connected		price (after bonus	issue on 5.2.2016)
Selected Participants	Relationship with the Group	issue on 5.2.2016)	or granted
Mr. Fok Chi Tak	Executive Director	0.888	1,166,088
Ms. Li Shao Yu	Director of certain subsidiaries of the Company	0.961	6,330,192
	and Substantial Shareholder
Ms. Ma Lirong	Director of certain subsidiaries of the Company	0.961	999,504
Mr. Wang Man Yu	Director of certain subsidiaries of the Company	0.961	999,504
Ms. Wang Zhi Yu	Director of certain subsidiaries of the Company	0.888	291,522

The Connected Selected Participants comprise three Executive directors, three Independent non-executive directors, one Director of certain subsidiaries of the Company and Substantial Shareholder and three Directors of certain subsidiaries of the Company. The biographical details of the Connected Selected Participants are set out below.

Mr. Xu Hai Ying , aged 61, was appointed as a Non-executive Director of the Company on 1 January 2012 and was re-designated as an Executive Director of the Company in February 2012. Mr. Xu is the senior technical consultant and senior manager of 中國節能環保集團有限公司 (China Jieneng Huangbao Group Company Limited*), whose principal business is the development of energy conservation technologies, clean and new energy, and energy infrastructure construction. Mr. Xu has substantial management experience and has been the manager of the representative offices of Wallem & Company Limited（華林船務集團有限公司）in Shanghai and Tianjin, The People’s Republic of China and the chief representative of the Shanghai representative office of Hong Kong Maritime Company Limited（香港海運有限公司）and has served other management positions.

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LETTER FROM CENTRAL CHINA

Dr. Zhiliang Ou , J.P., (Australia), aged 46, was appointed as an Independent Non-executive Director of the Company on 11 June 2012 and was re-designated as an Executive Director of the Company in August 2012. Dr. Ou holds a Doctor of Philosophy degree in Civil & Resource Engineering from The University of Western Australia, Australia. He also holds two Bachelor of Engineering degrees in Engineering Management & Structural Engineering respectively from Tongji University（同濟大學）. Dr. Ou has over 25 years of professional engineering and management experience in oil & gas, mining and infrastructure industries both in Australia and China. He has been a senior staff member in the world’s leading energy & resource firms including Kellogg Brown & Root (formerly known as KBR Halliburton), WorleyParsons Pty Ltd., as well as Sedgman Ltd., which is specialising in coal processing and handling plants. Dr. Ou participated in a number of key energy and resource projects around the world such as acting as the Lead Civil and Structural Engineer for BHP Billiton RGP6 Jimblebar project; Rio Tinto iron ore Dove Siding expansion project; Chevron Wheatstone Domgas LNG Pipeline project; Yemen LNG Project (in the Republic of Yemen) and Western Australia Dampier to Bunbury Natural Gas Pipeline (Stage 5B) project, etc. Dr. Ou also has extensive experience and network in China. He was the general manager of 福建省黎明建築工程公司 (Fujian Liming Construction Company*) from 1993 to 1997. He was a Guest Professor for Inner Mongolia University（內蒙古大學）and Inner Mongolia University of Science & Technology（內蒙古科技大學）in China.

Mr. Fok Chi Tak , aged 40, was appointed as an Executive Director of the Company in September 2013. Mr. Fok was also the directors of various subsidiaries of the Group and has been the Chief Financial Officer of the Company since December 2010. In addition to the responsibility to oversee the Group’s finance unit and functions, Mr. Fok also involves in the formulation of strategic plans for business development of the Group; fund raising activities and potential merger and acquisition activities of the Group. Mr. Fok holds a master degree in business administration from the University of Hong Kong. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants. Mr. Fok is also a fellow member of the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries. Mr. Fok currently serves as an executive director of Far East Holdings Limited (stock code: 36, a company listed on the Main Board of the Stock Exchange). Mr. Fok has extensive experience in corporate finance, corporate governance, mergers and acquisitions, auditing and financial management.

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LETTER FROM CENTRAL CHINA

Mr. Chan Ming Sun Jonathan , aged 43, was appointed as an Independent Non-executive Director of the Company in March 2012. Mr. Chan graduated from the University of New South Wales, Australia with a Bachelor of Commerce degree in Accounting and Computer Information Systems. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of Certified Public Accountants, Australia. Mr. Chan has over 15 years of experience in auditing, accounting, investment and financial management. Mr. Chan is currently an investment manager of Sprint Asset Management Limited. Mr. Chan is also an independent non-executive director of each of China Dredging Environment Protection Holdings Limited (Stock code: 871), Far East Holdings International Limited (Stock code: 036) and Shenyang Public Utility Holdings Company Limited (Stock code:747), whose securities are listed on the main board of the Stock Exchange, and of Changhong Jiahua Holdings Limited (Stock code: 8016), L&A International Holdings Limited (Stock code: 8195) and Focus Media Network Limited (Stock code:8112), whose securities are listed on the growth enterprise market of the Stock Exchange. Mr. Chan resigned as independent non-executive director of Beautiful China Holdings Company Limited (Stock code: 706) on 28 February 2014.

Mr. Lam Kwan Sing , aged 46, was appointed as an Independent Non-executive Director of the Company in August 2012. Mr. Lam graduated from the City University of Hong Kong with a degree in Bachelor of Arts in Accountancy. He has more than 16 years of experience in the commercial and corporate finance field. Currently, Mr. Lam is a director of China Natural Resources, Inc. (a company listed on NASDAQ since 2003) and an executive director of China Smarter Energy Group Holdings Limited (Stock code: 1004), which is a company listed on the main board of the Stock Exchange. Mr. Lam was an executive director of each of Shanghai Industrial Urban Development Group Limited (stock code: 563) from May 2008 to July 2010 and Enterprise Development Holdings Limited (stock code: 1808) from February 2012 to May 2015, which are both listed on the main board of the Stock Exchange.

Mr. Lee Chi Hwa, Joshua , aged 43, is a fellow member of the Association of Chartered Certified Accountants and a member of Hong Kong Institute of Certified Public Accountants. Mr. Lee has extensive experience in the fields of auditing, accounting and finance. Mr. Lee currently serves as an independent non-executive director of each of China Fortune Investments (Holding) Limited (stock code: 8116) and Code Agriculture (Holdings) Limited (stock code: 8153), which are both listed on the Growth Enterprise Market of the Stock Exchange, and Jin Bao Bao Holdings Limited (Stock code: 1239), which is listed on the main board of the Stock Exchange. He was also an independent non-executive director of each of King Stone Energy Group Limited (stock code: 663) from January 2012 to April 2013 and South East Group Limited (stock code: 726) from December 2013 to February 2015.

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LETTER FROM CENTRAL CHINA

Ms. Li Shao Yu , aged 45, was the Chief Executive Officer of the Company from February 2012 to 1 September 2015, As mentioned before, as at the Latest Practicable Date, Asia Link, a company wholly owned by Ms. Li Shao Yu, held 1,789,248,318 Shares (representing approximately 54.48% of the entire issued share capital of the Company) and Ms. Li Shao Yu also held 3,288,000 Shares personally. Ms. Li is a director of various members of the Group.

Ms. Ma Lirong , aged 53, who joined the Group in October 2011, and is appointed as a director of various subsidiaries of the Group in June 2012.

Mr. Wang Man Yu , aged 37, joined the Group in January 2010 and is appointed as a director of various subsidiaries of the Group in July 2014.

Ms. Wang Zhi Yu , aged 33, joined the Group in September 2010 and is appointed as a director of various subsidiaries of the Group in June 2012.

We understand from the Company that, among others, the more the overall responsibilities in the Group’s business operation and development and/or the more the individual contribution of the Connected Selected Participants to the Company, the larger the number of new Connected Award Shares is proposed to be granted to the relevant Connected Selected Participants under the Award. We also understand from the Company that, the Award was reviewed and approved by the Board. The Board had considered the contribution of the respective participants to the overall business performance of the Group and the expected contribution to the sustainable development of the Group.

According to the Directors, the continual support to the Group and the effort that help promote the Group’s future development by the Connected Selected Participants are the principal factors considered by the Company in determining the number of new Connected Award Shares to be granted. The Company is of the view that each of the Connected Selected Participants plays a significant role in supporting and/or managing the Group. We consider that the Connected Shares will further align their interests as key management members of the Group and Shareholders, and would further motivate them to devote their efforts to the Group’s development, which the Directors consider crucial and beneficial to the long-term development of the Group.

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LETTER FROM CENTRAL CHINA

We have discussed with the management of the Company and understand that the Company has considered several methods of providing incentives to the Group’s staff members, including the shares award, cash bonuses, remuneration increment and grant of share options. After careful consideration of the various alternatives, the Directors consider the grant of Award Shares (including the Connected Award Shares) to be appropriate given the grant of Award Shares will enable the Company to provide incentives to the Selected Participants to make contribution to the Group without any actual cash outflow by the Group and offer the Selected Participants an opportunity to enjoy the fruits of the Group’s business development in the future.

Having considered all the factors mentioned above, i.e. the number of the new Connected Award Shares proposed to be allotted and issued, the responsibilities and contribution of the Connected Selected Participants, we note that among those Connected Selected Participants, only Mr. Fok Chi Tak, Ms. Li Shao Yu and Ms. Ma Lirong are proposed to be granted larger number of the Award Shares. The numbers of Award Shares proposed to be issued to the other Connected Selected Participants are relatively stable. However, as mentioned before, since the responsibilities and contribution of Mr. Fok Chi Tak, Ms. Li Shao Yu and Ms. Ma Lirong are much more significant, we consider that the number of shares proposed to be issued to them is fair and reasonable. We understand from the Company that the reason of issuing the Award Shares to the Independent NonExecutive Directors is to express the Company’s gratitude towards their valuable contribution in the past few years although they were occupied with other business.

Having considered the information from the Company and our review and analysis above, we agree with the Directors’ view that the Connected Award Shares may effectively help to motivate the Connected Selected Participants as well as other Selected Participants to further contribute to the Group and we consider that the grant of Connected Award Shares are in the interests of the Company and its Shareholders as a whole.

3. Principal terms of the Connected Award Shares

The principal terms of the allotment and issue of the Connected Award Shares to the Connected Selected Participants are set out as follows:

Securities proposed An aggregate of 29,614,906 new Shares, comprising (i) to be issued 21,941,195 Award Shares proposed to be issued and allotted to the Connected Selected Participants and (ii) 7,673,711 Award Shares proposed to be issued and allotted to the Independent Selected Participants.

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LETTER FROM CENTRAL CHINA

Percentage of Award Shares in the share capital of the Company

• The aggregate of 29,614,906 new Award Shares proposed to be issued and allotted by the Company to the Connected Selected Participants represent approximately 0.82% of the total number of Shares in issue as at the Latest Practicable Date and approximately 0.81% of the total number of Shares in issue as enlarged by the issue and allotment of the Award Shares.

Market value of Connected Award Shares

• Based on the closing price of HK$0.305 per Share as quoted on the Stock Exchange as at the Latest Practicable Date, the market values of 21,941,195 Connected Award Shares is approximately HK$6,692,064.

Other conditions

The following Award Shares are subject to non-disposal undertaking, pursuant to which the relevant Selected Participants shall not sell, transfer or otherwise dispose of the relevant Award Shares within 1 year after the issue and allotment of the same:

• 628,931 Connected Award Shares proposed to be granted to Xu Hai Ying;

• 628,931 Connected Award Shares proposed to be granted to Zhiliang Ou, JP;

• 15,723,270 Connected Award Shares proposed to be granted to Fok Chi Tak;

• 628,931 Connected Award Shares proposed to be granted to Chan Ming Sun, Jonathan;

• 628,931 Connected Award Shares proposed to be granted to Lam Kwan Sing;

• 628,931 Connected Award Shares proposed to be granted to Lee Chi Hwa, Joshua;

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LETTER FROM CENTRAL CHINA

• 628,931 out of 1,414,308 Connected Award Shares proposed to be granted to Ma Lirong;

• 188,679 out of 322,484 Connected Award Shares proposed to be granted to Wang Zhi Yu; and

• 3,270,437 out of 7,673,711 Independent Award Shares proposed to be granted to the Independent Selected Participants.

Save for the aforesaid, the other Award Shares are not subject to non-disposal undertakings.

4. Assessment of fairness and reasonableness of the terms

To assess the fairness and reasonableness of the terms of the allotment and issue of the Connected Award Shares, we have compared such terms with those of other award share allotments by comparable companies which are listed on the Stock Exchange. Based on the information available from the Stock Exchange’s website, we have, to our best knowledge, identified 33 comparable issuance by 25 companies (the “ Grant Comparables ”) which had announced the granting of award shares to their respective employees and/or directors during the period (the “ Review Period ”) from 5 January 2015, being twelve months preceding the appointment date on 5 January 2016 for comparison purposes. We understand that the length of the Review Period is a commonly adopted time span for our analysis which covers sufficient number of comparable companies to reflect the current practice in the market in respect of the allotment of award shares. This could also avoid a biased result obtained within a short period of time.

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LETTER FROM CENTRAL CHINA

A comparison of the terms of the allotment and issue of the Award Shares and those of the Grant Comparables are set out in Table 1 below.

Table 1 – Issue Terms of the Grant Comparables and the Company

				Percentage of
			Percentage of	number of
			total number of	award shares to each
			award shares	individual awardee
Company name	Date of		to the total issued	to the total issued
(stock code)	announcement	Awardee(s)	share capital	share capital	Vesting period
Biostime International	31 December 2015	(i) Mr. Luo Fei, chief executive	0.15%	0.02% for Mr. Luo Fei, Ms.	31 December 2016
Holdings Limited (1112)		officer, executive Director and		Kong Qingjuan, 0.10% for
		chairman, (ii) Ms. Kong Qingjuan,		4 directors of subsidiaries
		chief operating officer and an		of the company and 0.01%
		executive Director, (iii) 4 directors		for 5 Participants are not
		of subsidiaries of the company;		connected persons
		5 Participants are not connected
		persons
Biostime International	29 December 2015	54 Selected Participants	0.28%	N/A (Note1)	The awarded shares will be
Holdings Limited (1112)					vested on 30 December
					2016 and 1 April 2017
Universal Health International	28 December 2015	13 grantees	0.85%	N/A (Note1)	Not mentioned
Group Holding Limited
(2211)
Phoenix Healthcare Group	22 December 2015	65 selected participants including 4	0.30%	0.01% for the 4 directors	The awarded shares will be
Company Limited (1515)		directors		respectively	vested on 24 December
					2015, 1 January, 2017,
					1 January, 2018 and 1
					January, 2019
Shirble Department Store	16 December 2015	60 Eligible Employees who are not	0.55%	None of them has received	Not mentioned
Holdings (China) Limited		connected persons of the company		more than 0.1% of the
(312)				Shares issued
Global Brands Group	1 December 2015	Certain employees of the company	0.05%	N/A (Note1)	Not mentioned
Holding Limited (787)		(one of whom is a director of a
		subsidiary of the company)
TCL Communication	4 November 2015	29 connected persons	0.16%	0.006%, 0.01% and 0.004%	The awarded shares will be
Technology Holdings Limited				for 3 executive directors,	vested on 31 December
(2618)				0.14% for the remaining	2015, 31 December 2016
				26 connected persons	and 31 December 2017
China Pioneer Pharma Holdings	9 October 2015	150 Selected Employees (2 connected	1.88%	0.10% for Mr. WANG	3 years
Limited (1345)		persons)		Yinping, the chief executive
				officer and executive
				Director, and 0.08% for
				Mr. ZHU Mengjun, the
				chief financial officer and
				executive Director

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LETTER FROM CENTRAL CHINA

				Percentage of
			Percentage of	number of
			total number of	award shares to each
			award shares	individual awardee
Company name	Date of		to the total issued	to the total issued
(stock code)	announcement	Awardee(s)	share capital	share capital	Vesting period
China Innovative Finance	11 September 2015	Executive Director and chief	0.03%	0.03%	Not mentioned
Group Limited (412)		executive, Connected Selected
		Participants Kewei
IGG INC (799)	10 September 2015	The share award grantees of the group	0.07%	N/A	1 year
		pursuant to the share award scheme
Earthasia International Holdings	22 July 2015	5 participants pursuant to the scheme	10%	1%	The award shares are vested
Limited (6128)					subject to the fulfilment
					of certain conditions but
					the length of the vesting
					period was not mentioned
Tang Palace (China) Holdings	14 July 2015	28 selected participants by way of	0.242%	N/A	The award shares are vested
Limited (1181)		allotment of new shares under the			subject to the fulfilment
		share award plan pursuant to the			of certain conditions but
		general mandate			the length of the vesting
					period was not mentioned
Tencent Holdings Limited	10 July 2015	any employee (whether full time or	0.232%	N/A	The award shares are vested
(700)		part time), executives or officers,			subject to the fulfilment
		directors (including executive,			of certain conditions but
		non-executive and independent			the length of the vesting
		non-executive directors) of any			period was not mentioned
		member of the group or any
		invested entity and any consultant,
		adviser or agent of any member of
		the group
Shirble Department Store	10 July 2015	28 eligible employees pursuant to the	2%	0.1%	2 years
Holdings (China) Limited		employees’ share award scheme
(312)
O-Net Communications (Group)	7 July 2015	any employee or director (including,	3.55%	N/A	The award shares are vested
Limited (877)		without limitation, any executive			subject to the fulfilment
		directors, non-executive directors			of certain conditions but
		or independent non-executive			the length of the vesting
		directors) of any member of the			period was not mentioned
		group
Biostime International Holdings	2 July 2015	Two (2) selected participants who are	0.0224%	N/A	The award shares are vested
Limited (1112)		granted the 2015 batch 1 awarded			subject to the fulfilment
		shares			of certain conditions but
					the length of the vesting
					period was not mentioned

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LETTER FROM CENTRAL CHINA

				Percentage of
			Percentage of	number of
			total number of	award shares to each
			award shares	individual awardee
Company name	Date of		to the total issued	to the total issued
(stock code)	announcement	Awardee(s)	share capital	share capital	Vesting period
TCL Multimedia Technology	25 June 2015	Not only employees but also	N/A	N/A	Not mentioned
Holdings Limited (1070)		advisors, consultants, agents,
		contractors, clients or suppliers of
		any member of the group or any
		other person whom the board in
		its sole discretion considers may
		contribute or have contributed to
		the group
Global Brands Group Holding	28 May 2015	Any individual, being an employee,	2.5%	1%	6 years
Limited (787)		director, officer, consultant or
		advisor of any member of the
		group or any affiliate
Phoenix Healthcare Group	25 May 2015	63 selected participants under the	1.05%	N/A (Note)	1 year
Co. Ltd (1515)		scheme
Li & Fung Limited (494)	21 May 2015	850 eligible persons pursuant to the	0.654%	N/A	The award shares are vested
		share award scheme			subject to the fulfilment
					of certain conditions but
					the length of the vesting
					period was not mentioned
Da Ming International Holdings	5 May 2015	30 selected employees	N/A	N/A (Note)	Not mentioned
Limited (1090)
Yuanda China Holdings Limited	5 May 2015	(i) Mr. Zhang Lei (executive	N/A	N/A (Note)	9 days subject to the
(2789)		director), (ii) 8 subsidiary			conditions as set out in
		directors, (iii) 72 other selected			the scheme
		employees who are independent
		of the company and its connected
		persons
Global Brands Group Holding	30 April 2015	Certain executives of the company	N/A	N/A	The award shares are vested
Limited (787)					subject to the fulfilment
					of certain conditions but
					the length of the vesting
					period was not mentioned
Pacific Basin Shipping Limited	17 April 2015	All of the selected employees,	0.506%	N/A (Note)	The award shares are vested
(2343)		which consist of more than six			subject to the fulfilment
		individuals, are employees who			of certain conditions but
		have accepted an employment offer			the length of the vesting
		(whether full time or part time) by			period was not mentioned
		a member of the group and none
		of them is a director, substantial
		shareholder or connected person
		(as defined by the listing rules) of
		the company

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LETTER FROM CENTRAL CHINA

				Percentage of
			Percentage of	number of
			total number of	award shares to each
			award shares	individual awardee
Company name	Date of		to the total issued	to the total issued
(stock code)	announcement	Awardee(s)	share capital	share capital	Vesting period
Guotai Junan International	17 April 2015	Four executive directors, namely Dr.	0.51%	0.13%, 0.02%, 0.017% and	The awarded shares will be
Holdings Limited (1788)		YIM Fung, Mr. LI Guangjie, Mr.		0.07% for the four executive	vested on 30 November
		LI Sang Edward, Mr. WONG Tung		directors respectively	2015, 30 November 2016
		Ching and other 54 independent			and 30 November 2017
		eligible persons
Hop Hing Group Holdings	9 April 2015	the key management personnel	0.637%	N/A (Note)	The award shares are vested
Limited (47)		including directors and senior			subject to the fulfilment
		management of the group,			of certain conditions but
		consultants, experts, agents,			the length of the vesting
		representatives of the group and			period was not mentioned
		employees of the group
China Mengniu Dairy	8 April 2015	Mr. Bai, an executive director and	0.49%	0.49%	8 months
Company Limited (2319)		the chief operating officer of the
		company
Shui On Land Limited (272)	1 April 2015	15 eligible persons who are connected	0.21% for the 15	N/A (Note)	50% vested on or before 30
		with the company; and 13 eligible	connected eligible		June 2017, 25% vested
		persons who are independent of the	persons; 0.10% for		on 2 January 2018 and
		company	the 13 independent		25% vested on 2 January
			eligible persons		2019
Fosun International Limited	26 March 2015	71 selected participants under the	0.06669%	N/A (Note)	1 year
(656)		share award scheme
Changfeng Axle (China)	25 March 2015	Mr. Lai Fengcai, the chief executive	0.18%	0.18%	Not mentioned
Company Limited (1039)		officer of the company
IGG INC (8002)	23 March 2015	Eligible persons who are not	0.21%	N/A (Note)	4 years
		connected persons of the company
Evergreen International	23 January 2015	Eligible persons who are not	1.08%	N/A (Note)	1 year and 3 months
Holdings Limited (238)		connected persons of the company
Tang Palace (China) Holdings	19 January 2015	Eligible persons who are not	0.317%	N/A (Note)	Not mentioned
Limited (1181)		connected persons of the company

Source: the website of the Stock Exchange

Note: No disclosure of the percentages of number of award shares to each individual awardee to the total issued share capital was made in the announcements of the Grant Comparables.

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LETTER FROM CENTRAL CHINA

As shown in Table 1, the percentage of the total number of award shares to the total issued share capital of the Grant Comparables ranges from approximately 0.005% to 3.55% while the percentage of the number of award shares to each individual awardee to the total issued share capital of the Grant Comparables ranges from approximately 0.001% to 1.00%. The percentage of the total number of Connected Award Shares to the total issued share capital of the Company is approximately 0.605% and within the range of the Grant Comparables, while the percentage of the number of Connected Award Shares to each individual awardee to the total issued share capital of the Company ranges from approximately 0.005% to 0.435% and is within the range of the Grant Comparables.

Meanwhile, the vesting period of the Grant Comparables ranges from 9 days to 6 years. We noted most of the Connected Award Shares shall not be sold, transferred or otherwise disposed of within 1 year after the issue and allotment of the same. We understand from the management of the Company that such term is formulated to have the effect similar to the vesting period mechanism as set in Table 1 above.

5. Further assessment

To further assess the fairness and reasonableness of the terms of the allotment and issue of the Connected Award Shares, we have also compared such terms with those of the share award schemes adopted by comparable companies which are listed on the Stock Exchange. Based on the information available from the Stock Exchange’s website, we have, to our best knowledge, identified 31 comparable companies (the “ Scheme Comparables ”) which had announced the adoption of share award scheme (the “ Scheme Review Period ”) from 5 January 2015 to 5 January 2016, for comparison purposes.

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LETTER FROM CENTRAL CHINA

A comparison of the terms of the scheme of the Award Shares and those of the share award schemes adopted by the Scheme Comparables is set out in Table 2 below.

Table 2 – Issue Terms of the Scheme Comparables and the Company

				Maximum
			Maximum	individual
			scheme limit	entitlement
			(% to the	(% to the
	Date of		total issued	total issued	Consideration
Company name (stock code)	announcement	Awardee(s)	share capital)	share capital)	per award share	Vesting period
Goldpac Group Limited (3315)	28 December 2015	Any employee, any member of the	10%	Not Mentioned	Not mentioned	The vesting period will be set out in
		group, adviser, consultant, agent,				the relevant award letter issued at
		contractor, client or supplier				the time of grant
Kingdee International Software	18 December 2015	Any eligible employee under the	3%	1%	Not mentioned	Yes, the award shares are vested
Group Company Limited (268)		scheme				subject to the fulfillment of certain
						conditions but the length of the
						vesting period was not mentioned
Frontier Services Group	10 December 2015	Any selected persons	5%	1%	Not mentioned	Yes, the award shares are vested
Limited (500)						subject to the fulfillment of certain
						conditions but the length of the
						vesting period was not mentioned
Technovator International	7 December 2015	Any eligible persons	10%	1%	Nil	Yes, the award shares are vested
Limited (1206)						subject to the fulfillment of certain
						conditions but the length of the
						vesting period was not mentioned
CT Environmental Group	12 November 2015	Any selected employees	10%	1%	Nil	Yes, the award shares are vested
Limited (1363)						subject to the fulfillment of certain
						conditions but the length of the
						vesting period was not mentioned
L.K. Technology Holdings	28 October 2015	Any selected employee	10%	1%	Not mentioned	The vesting period will be set out in
Limited (558)						the relevant award letter issued at
						the time of grant
ZMFY Automobile Glass Services	12 October 2015	Any selected participants	10%	3%	Not mentioned	Yes, the award shares are vested
Limited (8135)						subject to the fulfillment of certain
						conditions but the length of the
						vesting period was not mentioned

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LETTER FROM CENTRAL CHINA

				Maximum
			Maximum	individual
			scheme limit	entitlement
			(% to the	(% to the
	Date of		total issued	total issued	Consideration
Company name (stock code)	announcement	Awardee(s)	share capital)	share capital)	per award share	Vesting period
Beijing Enterprises Medical and Health	11 September 2015	Any employee, director, or consultant,	10%	1% (An	Not mentioned	Yes, the award shares are vested
Industry Group Limited (2389)		of the company, any subsidiary or any		independent		subject to the fulfillment of certain
		associate		non-executive		conditions but the length of the
				director shall not		vesting period was not mentioned
				exceed 0.1%)
China Tianyi Holdings Limited (756)	11 September 2015	Any eligible participants (other than any	10%	1%	Not mentioned	Yes, the award shares are vested
		excluded person) for participation in				subject to the fulfillment of certain
		the share award scheme				conditions but the length of the
						vesting period was not mentioned
Jiangnan Group Limited (1366)	9 September 2015	the group’s employees, executives,	10%	1%	HK$0.01	Yes, the award shares are vested
		officers or directors				subject to the fulfillment of certain
						conditions but the length of the
						vesting period was not mentioned
China NT Pharma Group Company	4 September 2015	Any eligible employee under the	10%	1%	Not mentioned	Yes, the award shares are vested
Limited (1011)		scheme				subject to the fulfillment of certain
						conditions but the length of the
						vesting period was not mentioned
C.banner International Holdings	31 August 2015	Any employee (other than any excluded	10%	1%	Nil	Yes, the award shares are vested
Limited (1028)		employee) for participation in the				subject to the fulfillment of certain
		share award scheme				conditions but the length of the
						vesting period was not mentioned
International Housewares Retail	26 July 2015	Any employee (other than any excluded	5%	1%	Not mentioned	Yes, the award shares are vested
Company Limited (1373)		employee) for participation in the				subject to the fulfillment of certain
		scheme				conditions but the length of the
						vesting period was not mentioned
China For You Group	15 July 2015	Any eligible person (other than	10%	1%	Not mentioned	Yes, the award shares are vested
Company Limited (572)		excluded person) for participation in				subject to the fulfillment of certain
		the share award scheme				conditions but the length of the
						vesting period was not mentioned
NATIONAL AGRICULTURAL	6 July 2015	Any employee or director (including,	10%	Not mentioned	Not mentioned	Yes, the award shares are vested
HOLDINGS LIMITED (1236)		without limitation, any executive				subject to the fulfillment of certain
		directors, non–executive directors or				conditions but the length of the
		independent non– executive directors)				vesting period was not mentioned
		of any member of the group or any
		consultants and advisers to any
		member of the group

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LETTER FROM CENTRAL CHINA

				Maximum
			Maximum	individual
			scheme limit	entitlement
			(% to the	(% to the
	Date of		total issued	total issued	Consideration
Company name (stock code)	announcement	Awardee(s)	share capital)	share capital)	per award share	Vesting period
FDG Electric Vehicles	29 June 2015	Any eligible employee(s) at the board’s	8%	Not mentioned	Not mentioned	Yes, the award shares are vested
Limited (729)		discretion				subject to the fulfillment of certain
						conditions but the length of the
						vesting period was not mentioned
China Renji Medical	19 June 2015	Any qualifying grantee for participation	10%	Not mentioned	Not mentioned	Yes, the award shares are vested
Group Limited (648)		in the share award scheme at the				subject to the fulfillment of certain
		board’s discretion				conditions but the length of the
						vesting period was not mentioned
Hong Kong Exchanges and	17 June 2015	Not mentioned	Not mentioned	Not mentioned	Not mentioned	Not mentioned
Clearing Limited (388)
Concord New Energy	15 June 2015	Employee(s) selected by the board for	5%	1%	Not mentioned	Yes, the award shares are vested
Group Limited (182)		participation in the scheme				subject to the fulfillment of certain
						conditions but the length of the
						vesting period was not mentioned
South China Financial	10 June 2015	Selected employees (including without	Not mentioned	Not mentioned	Not mentioned	Not mentioned
Holdings Limited (619)		limitation any executive directors)
Sunny Optical Technology (Group)	26 May 2015	Any individual being a director	10%	1%	Not mentioned	Two (2) to five (5) years
Company Limited (2382)		(including executive and
		non-executive director), employee,
		officer, agent or consultant of the
		group
Li & Fung Limited (494)	20 April 2015	Any employee, director, officer,	3%	Not mentioned	Not mentioned	Yes, the award shares are vested
		consultant or advisor of any member				subject to the fulfillment of certain
		of the group				conditions but the length of the
						vesting period was not mentioned
Artgo Holdings Limited (3313)	20 April 2015	Any employee, director, officer, agent,	10%	1%	Nil	Yes, the award shares are vested
		consultant, supplier, customer,				subject to the fulfillment of certain
		adviser, business partner or				conditions but the length of the
		representative of any member of the				vesting period was not mentioned
		group
China Pioneer Pharma	10 April 2015	Any selected employee (including	10%	1%	Nil	Yes, the award shares are vested
Holdings Limited (1345)		without limitation any executive				subject to the fulfillment of certain
		director) of any member of the group				conditions but the length of the
						vesting period was not mentioned

– 37 –

LETTER FROM CENTRAL CHINA

				Maximum
			Maximum	individual
			scheme limit	entitlement
			(% to the	(% to the
	Date of		total issued	total issued	Consideration
Company name (stock code)	announcement	Awardee(s)	share capital)	share capital)	per award share	Vesting period
Shui On Land Limited (272)	1 April 2015	Employees of any member of the group	5%	1%	Not mentioned	The vesting period will be set out in
						the relevant award letter issued at
						the time of grant
Global Brands Group	27 March 2015	Any individual, being an Employee,	2.5%	1%	Not mentioned	6 years
Holding Limited (787)		director, officer, consultant or advisor
		of any member of the Group or
		any Affiliate who the Board or its
		delegate(s)
Fosun International Limited (656)	26 March 2015	An employee, a director, an officer,	5%	0.3%	Not mentioned	Yes, the award shares are vested
		a consultant or an advisor of any				subject to the fulfillment of certain
		member of the group				conditions but the length of the
						vesting period was not mentioned
Hengdeli Holdings Limited (3389)	25 March 2015	(i) Any senior management employee,	10%	0.5%	Not mentioned	Yes, the award shares are vested
		employed by the company and/or its				subject to the fulfillment of certain
		subsidiaries from time to time; and				conditions but the length of the
		(ii) any consultant employed by the				vesting period was not mentioned
		company and/or its subsidiaries
National Agricultural	23 January 2015	Any employee or director of any	10%	Not mentioned	Nil	Yes, the award shares are vested
Holdings Limited (1236)		member of the group or any				subject to the fulfillment of certain
		consultants and advisers to any				conditions but the length of the
		member of the group				vesting period was not mentioned
TSC Group Holdings Limited (206)	16 January 2015	Selected persons determined by the	3.00%	Not mentioned	Nil	Not mentioned
		remuneration committee from time to
		time on the basis of the its opinion as
		to his contribution to the development
		and growth of the group
MIE Holdings Corporation (1555)	7 January 2015	Any employee or consultant of any	10%	1%	Nil	Yes, the award shares are vested
		member of the group or of any				subject to the fulfillment of certain
		affiliate, excluding expressly any core				conditions but the length of the
		connected person (as defined in the				vesting period was not mentioned
		Listing Rules) and connected person
		(as defined in the Listing Rules)

Source: the website of the Stock Exchange

– 38 –

LETTER FROM CENTRAL CHINA

As shown in Table 2, the maximum scheme limit of the Scheme Comparables ranges from approximately 2.50% to 10.00% while the maximum individual entitlement ranges from approximately 0.10% to 3.00%. The maximum scheme limit of the Company is limited to 1% which falls below the lower end of the maximum scheme limit of the Scheme Comparables, while the maximum individual entitlement of the Company at any one time shall not exceed HK$5,000,000, which is equal to approximately 0.48%, and is within the respective ranges of the Scheme Comparables. Only one company requires a consideration of HK$0.01 per award share and no consideration is required under all the other Scheme Comparables, while the Company does not require a consideration under the Award Scheme of the Company. The percentage of total number of Connected Award Shares to the total issued share capital of the Company of approximately 0.605% falls below the lower end of the respective ranges of the maximum scheme limit of the Scheme Comparables, while the maximum individual Connected Award Shares to the total issued share capital of the Company is 0.435% and is within the respective ranges of the Scheme Comparables.

Meanwhile, the vesting period of the Scheme Comparables ranges from 2 years to 6 years, while some of the vesting period will be set out in the relevant award letter issued at the time of grant. The vesting period under the Scheme of the Company must be at least six months, while the Board may determine other specific vesting criteria, conditions and the time when the Awards shall vest.

As each of the Grant Comparables and the Scheme Comparables may not be entirely comparable to the Group in terms of business activities, market capitalization, scale of operations, financial positions, business performance, future prospects and other relevant criteria, we, in forming our opinion, have considered the results of the above comparison together with all other factors stated in this letter as a whole.

Having considered the above mentioned factors and bearing in mind that the issue and allotment of the Connected Award Shares as part of a remuneration package is a market norm as well as the relatively small size of the value of the Connected Award Shares when compared with the market capitalization of the Company approximately at HK$985 million (based on the closing price of the Shares on 29 January 2016 as quoted on the Stock Exchange was HK$0.30 per Share and the total number of issued shares of 3,284,303,100), we consider that the terms of the allotment and issue of the Connected Award Shares to be fair and reasonable so far as the Independent Shareholders are concerned and they are on normal commercial terms.

– 39 –

LETTER FROM CENTRAL CHINA

6. Financial effects of the Connected Award Shares

The financial effects to the Group’s consolidated financial statements shall be based on the fair value of approximately HK$6.7 million in respect of the new Connected Awarded Shares (except for the financial effect to cash flow). Details of the financial effects are set out below:

Earnings

According to the interim report of the Company for the six months ended 30 September 2015, the Group recorded consolidated unaudited net profit attributable to the owners of the Company of approximately HK$13.8 million for the six months ended 30 September 2015. The allotment and issue of the Connected Award Shares will decrease the net profit to a relatively small extent of the Group after deducting the expenses relating to the allotment and issue of the Connected Award Shares of approximately HK$6.7 million in aggregate, which is calculated using the closing price of the Share of HK$0.305 as at the Latest Practicable Date.

Net asset value

According to the interim report of the Company for the six months ended 30 September 2015, the Group recorded unconsolidated net asset value attributable to owners of the Company of approximately HK$6,363 million. As the allotment and issue of the Connected Award Shares will increase the share capital of the Group but to a relatively small extent, the effect of the allotment and issue of the Connected Award Shares on the consolidated net asset value attributable to owners of the Company is therefore minimal.

Cash flow

According to the interim report of the Company for the six months ended 30 September 2015, the Group had cash and cash equivalents of approximately HK$282 million as at 30 September 2015. The allotment and issue of the Connected Award Shares will have no effect on the cash flow of the Group other than the expenses relating to the allotment and issue of the Connected Award Shares. However, on comparison with the alternative of increasing Director’s fee by way of cash payment to the executive Director, the allotment and issue of the Connected Award Shares can reduce the Group’s cash outflow.

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LETTER FROM CENTRAL CHINA

7. Effect on the shareholding structure of the Company

Upon the allotment and issue of an aggregate of 29,614,906 new Shares, comprising 21,941,195 Connected Award Shares and 7,673,711 Independent Award Shares under the Award, the shareholding of the existing public Shareholders will be diluted from approximately 45.42% to approximately 45.26%, representing a decrease of approximately 0.16%.

Given that the dilution effect on the shareholdings of the existing Shareholders is immaterial and having considered the reasons as detailed in the section headed “Reasons for the allotment and issue of the Connected Award Shares” above, and the terms of the allotment and issue of the Connected Award Shares are fair and reasonable, we are of the opinion that the shareholding dilution to the Independent Shareholders is acceptable so far as the Independent Shareholders are concerned.

RECOMMENDATION

After taking into account the above principal factors and reasons, we consider that the allotment and issue of the Connected Award Shares is on normal commercial terms and in the ordinary and usual course of business of the Group and the terms of the allotment and issue of the Connected Award Shares are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. We therefore recommend the Independent Board Committee to advise the Independent Shareholders, and recommend the Independent Shareholders, to vote in favor of the ordinary resolutions to be proposed at the EGM to approve the allotment and issue of the Connected Award Shares to each of the Connected Selected Participants.

Yours faithfully, For and on behalf of

Central China International Capital Limited Billy C. W. Cheung General Manager

– 41 –

GENERAL INFORMATION

APPENDIX I

1. DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVES IN EQUITY OR DEBT SECURITIES

As at the Latest Practicable Date, the interests and short positions of each Director, chief executive of the Company and their respective associates in the Shares, underlying shares and debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO); or were required pursuant to Section 352 of the SFO to be entered into the register referred to therein; or were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange are set out below:

a. Long positions in Shares as at the Latest Practicable Date:

						Approximate
						percentage
Name of				Number of		of total
Director/chief		Nature of	Number of	underlying	Total	issued share
executive	Capacity	interest	Shares held	Shares held	interests	capital
						(Note 1)
Li Shao Yu	Interest held by	Corporate interest	1,968,173,149	537,743,800	2,515,863,941	69.64%
	controlled		(Note 2)	(Note 3)
	corporations
	Beneficial owner	Personal interest	3,616,800	6,330,192
				(Note 4)
Fok Chi Tak	Beneficial owner	Personal interest		1,166,808	1,166,808	0.03%
				(Note 4)

Notes:

1. The percentage of shareholding is calculated on the basis of 3,612,733,410 Shares in issue as at the Latest Practicable Date, i.e. which does not include those Award Shares proposed to be issued.

2. These shares were held directly by Asia Link, which was wholly-owned by Ms. Li Shao Yu through her personal interest. Accordingly, Ms. Li was deemed to be interested in 1,968,173,149 shares under the SFO.

3. Ms. Li Shao Yu (i) held 3,616,800 shares directly, and (ii) was interested in unlisted warrants issued by the Company to Asia Link on 2 July 2015 which were convertible into 537,743,800 shares, representing approximately 14.88% of the issued shares of the Company.

4. These are the number of Shares which may fall to be allotted and issued upon exercise of any subscription rights attaching to the share options granted by the Company under the share option scheme adopted on 16 May 2006.

– 42 –

APPENDIX I

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, chief executives of the Company and their respective associates had any interests or short positions in the Shares, underlying shares and debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO); or were required pursuant to Section 352 of the SFO to be entered into the register referred to therein; or were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange.

2. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as was known to the Directors and chief executives of the Company, the following persons (other than a Director or chief executive of the Company) had an interest or a short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

(i) Interest in the Shares

Long positions in Shares and underlying shares of equity derivatives of the Company as at the Latest Practicable Date:

					Approximate
		Number of			percentage of
Name of	Number of	underlying			total issued
shareholders	shares held	shares held	Capacity	Total interest	share capital
					(Note 1)
Asia Link Capital	1,968,173,149	537,743,800	Beneficial owner	2,505,916,949	69.36%
Investment	(Note 2)	(Note 2)
Holdings Limited

Notes:

1. The percentage of shareholding is calculated on the basis of 3,612,733,410 shares in issue as at the Latest Practicable Date, i.e. which does not include those Award Shares proposed to be issued.

2. Asia Link Capital Investment Holdings Limited is beneficially wholly-owned by Ms. Li Shao Yu.

– 43 –

APPENDIX I

GENERAL INFORMATION

Save as disclosed herein, as at the Latest Practicable Date, there was no other person so far as was known to the Directors and chief executives of the Company (other than a Director or chief executive of the Company) had an interest or a short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

3. DIRECTORS’ SERVICES CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which was not expiring or determinable within one year without payment of compensation (other than statutory compensation).

4. OTHER INTERESTS OF THE DIRECTORS

As at the Latest Practicable Date:

• (a) none of the Directors had any direct or indirect interest in any assets which have, since 31 March 2015, being the date to which the latest published audited consolidated financial statements of the Group were made up, been acquired or disposed of by, or leased to, or were proposed to be acquired or disposed of by, or leased to any member of the Group; and

• (b) none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which contract or arrangement was subsisting as at the date of this circular and which was significant in relation to the business of the Group as a whole.

5. EXPERT’S CONSENT AND QUALIFICATION

The following is the qualification of the expert who has given opinion or advice which is contained in this circular:

Name Qualification Central China International A corporation licensed to carry out type 1 (dealing in Capital Limited securities) and type 6 (advising on corporate finance) regulated activities under the SFO

– 44 –

GENERAL INFORMATION

APPENDIX I

The letter from the above expert is given as of the date of this circular for incorporation in this circular.

The above expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion therein of its letters and opinions and references to its name in the form and context in which it appears.

As at the Latest Practicable Date, the above expert had not any direct or indirect shareholding in any member of the Group, or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group or any interests, directly or indirectly, in any assets which have been, since 31 March 2015, being the date to which the latest published audited accounts of the Company were made up, acquired, disposed of or leased to any member of the Group, or were proposed to be acquired, disposed of or leased to any member of the Group.

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective close associates was interested directly or indirectly in any business, apart from their interest in the Company, which competes or is likely to compete, either directly or indirectly, with the business of the Group.

7. WORKING CAPITAL

The Directors, after due and careful enquiry, are of the opinion that, after taking into consideration the financial resources presently available to the Group, including banking and other facilities and other internal resources, the Group has sufficient working capital for at least the next twelve months from the Latest Practicable Date.

8. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2015, being the date to which the latest published audited consolidated financial statements of the Group were made up.

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GENERAL INFORMATION

APPENDIX I

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours (Saturdays and public holidays excepted) at Rooms 4917-4932, 49/F, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong from the date of this circular up to and including the date which is 14 days from the date of this circular:

• (a) the letter from the Independent Board Committee, the text of which is set out on pages 15 and 16 of this circular;

• (b) the letter from the Independent Financial Adviser, the text of which is set out on pages 17 to 41 of this circular;

• (c) the written consent from the expert referred to in paragraph headed “Expert’s consent and qualification” in this appendix;

• (d) the Scheme;

• (e) the memorandum and articles of association of the Company;

• (f) the announcement of the Company dated 29 January 2016; and

• (g) this circular.

10. MISCELLANEOUS

The English text of this circular will prevail over the Chinese text in the case of any inconsistency.

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PROCEDURES FOR POLL VOTING

APPENDIX II

The chairman of the meeting will at the EGM demand, pursuant to article 66 of the Articles, poll voting on all resolutions set out in the notice of the EGM.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representatives, shall have one vote for every Share of which he/she is the holder.

A Shareholder present in person or by proxy or by authorised representatives who is entitled to more than one vote does not have to use all his/her votes (i.e., he/she can cast less votes than the number of Shares he/she holds or represents) or to cast all his/her votes the same way (i.e., he/ she can cast some of his/her votes in favour of the resolution and some of his/her votes against the resolution).

The poll voting slip will be distributed to Shareholders or their proxies or authorized representatives upon registration of attendance at the EGM. Shareholders who want to cast all their votes entitled may mark a “✓” in either “FOR” or “AGAINST” box corresponding to the resolution to indicate whether he/she supports that resolution. For Shareholders who do not want to use all their votes or want to split votes in casting a particular resolution shall indicate the number of votes cast on a particular resolution in the “FOR” or “AGAINST” box, where appropriate, but the total votes cast must not exceed his/her entitled votes, or otherwise, the voting slip will be spoiled and the Shareholder’s vote will not be counted.

After closing the poll, the Company’s share registrar, Computershare Hong Kong Investor Services Limited, will act as scrutineer and count the votes and the poll results will be published after the EGM.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Hao Tian Development Group Limited (“ Company ”) will be held at Room 2702, 27/F, 200 Gloucester Road, Wan Chai, Hong Kong on Tuesday, 22 March 2016 at 10:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the grant of 628,931 award shares pursuant to the share award scheme adopted by the board of directors of the Company on 27 September 2013 (the “ Scheme ”) to Mr. Xu Hai Ying be and is hereby approved and confirmed;

2. “ THAT the grant of 628,931 award shares pursuant to the Scheme to Dr. Zhiliang Ou JP be and is hereby approved and confirmed;

3. “ THAT the grant of 15,723,270 award shares pursuant to the Scheme to Mr. Fok Chi Tak be and is hereby approved and confirmed;

4. “ THAT the grant of 628,931 award shares pursuant to the Scheme to Mr. Chan Ming Sun, Jonathan be and is hereby approved and confirmed;

5. “ THAT the grant of 628,931 award shares pursuant to the Scheme to Mr. Lam Kwan Sing be and is hereby approved and confirmed;

6. “ THAT the grant of 628,931 award shares pursuant to the Scheme to Mr. Lee Chi Hwa, Joshua be and is hereby approved and confirmed;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. “ THAT the grant of 1,163,522 award shares pursuant to the Scheme to Ms. Li Shao Yu be and is hereby approved and confirmed;

2. “ THAT the grant of 1,414,308 award shares pursuant to the Scheme to Ms. Ma Lirong be and is hereby approved and confirmed;

3. “ THAT the grant of 172,956 award shares pursuant to the Scheme to Mr. Wang Man Yu be and is hereby approved and confirmed;

4. “ THAT the grant of 322,484 award shares pursuant to the Scheme to Ms. Wang Zhi Yu be and is hereby approved and confirmed;

5. “ THAT the grant of an aggregate of 7,673,711 award shares pursuant to the Scheme to 11 Independent Selected Participants be and is hereby approved and confirmed;

6. “ THAT the allotment and issue of the award shares pursuant to the Scheme be and are hereby approved and confirmed; and

7. “ THAT any one Director be and is hereby authorized to do all things and sign all documents in connection with the allotment and issue of the award shares pursuant to the Scheme.”

By Order of the Board Hao Tian Development Group Limited Pang Kwok Cheong Company Secretary

Hong Kong, 4 March 2016

Principal place of business in Hong Kong: Rooms 4917-4932, 49th Floor Sun Hung Kai Centre 30 Harbour Road, Wanchai

Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint another person as his proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the above meeting or any adjournment thereof.

4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should he so wish.

5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the board comprises three executive Directors, namely Mr. Xu Hai Ying, Dr. Zhiliang Ou, JP (Australia), and Mr. Fok Chi Tak and three independent non-executive Directors, namely Mr. Chan Ming Sun, Jonathan, Mr. Lam Kwan Sing and Mr. Lee Chi Hwa, Joshua.

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