Aowei Holding Limited — Share Issue/Capital Change 2016

Jul 13, 2016

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

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HENGSHI MINING INVESTMENTS LIMITED 恒實礦業投資有限公司

(Incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability)

(Stock Code: 1370)

COMPLETION OF DISCLOSEABLE TRANSACTION INVOLVING ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

Reference is made to the announcement (“ Announcement ”) of Hengshi Mining Investments Limited (the “ Company ”) dated 4 July 2016 in relation to the Acquisition involving the issue of Consideration Shares. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE ACQUISITION

The Board is pleased to announce that all conditions precedent set out in the Sale and Purchase Agreement have been fulfilled and the Completion took place on 13 July 2016. A total of 127,486,892 Consideration Shares were allotted and issued on 13 July 2016 in accordance with the terms and conditions of the Sale and Purchase Agreement. The Consideration Shares are allotted and issued pursuant to the general mandate granted to the Board by the Shareholders at the annual general meeting of the Company held on 26 May 2016.

The number of the Consideration Shares represents (i) approximately 8.45% of the issued share capital of the Company immediately before completion of the Sale and Purchase Agreement; and (ii) approximately 7.80% of the issued share capital of the Company immediately after completion of the Sale and Purchase Agreement as enlarged by the issue of the Consideration Shares.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structures of the Company immediately before and after the completion of the Sale and Purchase Agreement and the issue of Consideration Shares are as follows:

Name of Shareholders Hengshi International Investments Limited (Notes 1 and 3) Aowei International Developments Limited (Notes 2 and 3) Public Shareholders The Vendor (or its nominees) (Note 4) Other Public Shareholders Total	Immediately before the completion of the Sale and Purchase Agreement and the issue of Consideration Shares Number of Shares Approximate % 1,091,250,000 72.37 33,750,000 2.24 – – 382,843,000 25.39 1,507,843,000 100	Immediately after the completion of the Sale and Purchase Agreement and the issue of Consideration Shares Number of Shares Approximate % 1,091,250,000 66.73 33,750,000 2.06 127,486,892 7.80 382,843,000 23.41 1,635,329,892 100	Immediately after the completion of the Sale and Purchase Agreement and the issue of Consideration Shares Number of Shares Approximate % 1,091,250,000 66.73 33,750,000 2.06 127,486,892 7.80 382,843,000 23.41 1,635,329,892 100
			100

Notes:

1. Hengshi Holdings Limited holds 100% issued share capital of Hengshi International Investments Limited, thus Hengshi Holdings Limited is deemed to be interested in the 1,091,250,000 Shares held by Hengshi International Investments Limited. Chak Limited holds 100% issued share capital of Hengshi Holdings Limited, thus Chak Limited is deemed to be interested in the 1,091,250,000 Shares held by Hengshi International Investments Limited.

2. Seven Limited holds 100% issued share capital of Aowei International Developments Limited, thus Seven Limited is deemed to be interested in the 33,750,000 Shares held by Aowei International Developments Limited.

3. Mr. Leung Hongying Li Ziwei and Mr. Li Yanjun, each an executive Director, are the ultimate controlling shareholders of Chak Limited, Hengshi Holdings Limited, Hengshi International Investments Limited, Seven Limited and Aowei International Developments Limited.

4. The Consideration Shares had been allotted and issued to the nominees of the Vendor, being Mr. Li, Mr. Li Shunfa and Ms. Lee, each holds 50,994,756 shares, 38,246,068 shares and 38,246,068 shares of the Company’s shares respectively.

By order of the Board Hengshi Mining Investments Limited Mr. Li Yanjun Chairman

Beijing, the PRC, 13 July 2016

As at the date of this announcement, the executive Directors are Mr. Li Yanjun, Mr. Leung Hongying Li Ziwei (also known as Li Ziwei), Mr. Huang Kai, Mr. Sun Jianhua, Mr. Li Jinsheng and Mr. Tu Quanping and the independent non-executive Directors are Mr. Ge Xinjian, Mr. Meng Likun and Mr. Kong Chi Mo.

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