CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Capital/Financing Update 2016

Sep 9, 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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華誼騰訊娛樂有限公司 Huayi Tencent Entertainment Company Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

DISCLOSEABLE TRANSACTION POSSIBLE ACQUISITION OF 50% EQUITY INTEREST IN AUFM

The Board is pleased to announce that on 9 September 2016 (after trading hours), Beijing Hao Ge (a wholly-owned subsidiary of the Company) and Poly Culture entered into the Agreement in relation to the possible acquisition of 50% equity interest in AUFM (which will be put out to tender by Poly Culture on SUAEE) by Beijing Hao Ge from Poly Culture for a consideration of RMB80 million (equivalent to approximately HK$92.8 million). AUFM is a joint venture of the Group currently held by Beijing Hao Ge as to 50%. Beijing Hao Ge has agreed that so long as the final Consideration is RMB80 million under the Tender, it will exercise its pre-emptive right to acquire the Sale Interest. Upon completion of the Possible Acquisition, AUFM will become an indirect wholly-owned subsidiary of the Company.

The Group has entered into the Possible Acquisition with a view to subsequently dispose of all or a majority of its equity interest in AUFM.

As one of the relevant percentage ratios under Chapter 14 of the Listing Rules in respect of the Possible Acquisition exceeds 5% but all of the relevant percentage ratios are less than 25%, the Possible Acquisition constitutes a discloseable transaction of the Company, which is subject to reporting and announcement requirements of Chapter 14 of the Listing Rules.

As the Possible Acquisition is subject to the outcome of the bidding process, the Possible Acquisition may or may not materialise. Furthermore, while the Group is undergoing preliminary discussions with potential purchaser(s) regarding the possible subsequent disposal of all or a majority of its equity interest in AUFM after completion of the Possible Acquisition, no concrete terms have been reached and no binding agreement in respect of the possible subsequent disposal has been entered into, such possible subsequent disposal also may or may not materialise. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

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The Board is pleased to announce that on 9 September 2016 (after trading hours), Beijing Hao Ge (an indirect wholly-owned subsidiary of the Company) entered into the Agreement with Poly Culture in relation to the possible acquisition of 50% equity interest in AUFM (which will be put out to tender by Poly Culture on SUAEE) by Beijing Hao Ge for a consideration of RMB80 million (equivalent to approximately HK$92.8 million). AUFM is currently held as to 50% by Beijing Hao Ge and as to 50% by Poly Culture, and is a joint venture of the Group. Pursuant to an agreement entered into between Beijing Hao Ge and Poly Culture in 2007, Beijing Hao Ge shares 75% of the results of AUFM.

THE AGREEMENT

Some of the principal terms of the Agreement are summarized as follows:–

Date : 9 September 2016

Parties : (1) Poly Culture (as vendor) (2) Beijing Hao Ge (as bidder/intended transferee)

Subject Asset : the Sale Interest (representing 50% of the equity interest in AUFM)

The Tender

Poly Culture intends to put the Sale Interest for sale by way of open tender on SUAEE pursuant to relevant PRC regulations on state-owned assets, at a starting price expected to be RMB80 million (equivalent to approximately HK$92.8 million).

Beijing Hao Ge, being an existing shareholder of AUFM, is entitled to a pre-emptive right to acquire the Sale Interest of which Poly Culture intends to dispose. Subject to the starting price of the Tender being RMB80 million, Beijing Hao Ge agrees to participate in the Tender as an intended transferee. Whether or not there are any other intended transferees participating in the Tender, so long as the final Consideration is RMB80 million, Beijing Hao Ge agrees to exercise its pre-emptive right to acquire the Sale Interest. After being confirmed as the transferee of the Sale Interest, Beijing Hao Ge shall enter into the Transfer Agreement with Poly Culture and pay the Consideration.

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Consideration for the Sale Interest

If the Possible Acquisition materialises, the consideration for the Sale Interest will be RMB80 million (equivalent to approximately HK$92.8 million). The Company, having taken into account the costs of the Sale Interest to Poly Culture being its capital contribution to AUFM of RMB60 million, that the major asset of AUFM being the 49% equity interest in Hainan Haishi Travel Satellite TV Media Co., Ltd* whose principal activity is the operation of Travel Channel (a provincial satellite television channel in the PRC), and that the Group will come to own the entire equity interest in AUFM upon completion of the Possible Acquisition which will facilitate subsequent disposal of all or a majority of the Group’s equity interest in AUFM, considers that the Consideration is fair and reasonable. The Consideration will be satisfied in cash by the Group in accordance with the terms of the Transfer Agreement.

Earnest Money

Beijing Hao Ge has already paid the amount of RMB24 million (equivalent to approximately HK$27.8 million) as earnest money into a bank account designated by SUAEE for the intended acquisition of the Sale Interest. If the bid is successful, such earnest money will be applied as part payment of the Consideration in accordance with the terms of the Agreement and the Transfer Agreement. Beijing Hao Ge may not request for the return of such earnest money under the following circumstances:

• (1) without prior written approval from Poly Culture, Beijing Hao Ge does not participate in the Tender as an intended transferee pursuant to the terms of the Agreement; or

• (2) the open tender process cannot be proceeded with due to any reasons caused by Beijing Hao Ge, or Beijing Hao Ge refuses to complete the transaction process after being confirmed as the transferee of the Sale Interest, and/or Beijing Hao Ge fails to pay the Consideration in accordance with the Transfer Agreement.

Changes to the name of AUFM

Beijing Hao Ge undertakes to take steps, within a reasonable period of time after the completion of the Possible Acquisition, to procure AUFM not to use the title “保利”, and to procure that the words “保利” and “Poly” will no longer appear in the names of AUFM and its subsidiaries.

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INFORMATION ON AUFM

AUFM is a company established in the PRC with limited liability, with a registered capital of RMB120 million. Its principal activities are investment in television drama, film production and advertising production in the PRC. It also holds 49% equity interest in Hainan Haishi Travel Satellite TV Media Co., Ltd* whose principal activity is the operation of Travel Channel, a provincial satellite television channel in the PRC.

According to the financial statements of AUFM prepared in accordance with the Hong Kong Financial Reporting Standards, (i) the unaudited net asset value of AUFM (excluding the amount due to Beijing Hao Ge) as at 30 June 2016 was approximately HK$133.95 million; (ii) its unaudited consolidated loss before and after taxation for the financial year ended 31 December 2015 was approximately HK$103.35 million; and (iii) its unaudited consolidated loss before and after taxation for the financial year ended 31 December 2014 was approximately HK$0.29 million.

Upon completion of the Possible Acquisition, AUFM will become an indirect wholly-owned subsidiary of the Company.

REASONS FOR THE POSSIBLE ACQUISITION

The Group has entered into the Possible Acquisition with a view to subsequently dispose of all or a majority of its equity interest in AUFM. The Group has held equity interest in AUFM since 2005. AUFM had made losses for the years 2014 and 2015. For the year ended 31 December 2015, the Group made provision for impairment of interests in joint ventures and amounts due from a joint venture and its subsidiary amounting to HK$164.12 million mainly due to deterioration of expected future cash flows from AUFM. Given that the financial results of AUFM had not been satisfactory and it did not make positive contribution to the consolidated financial results of the Group in recent years, the Possible Acquisition with a view to subsequently dispose all or a majority of the equity interest in AUFM held by the Group represents a good opportunity to arrange for realization of the Group’s investment in AUFM. The Group is undergoing preliminary discussions with potential purchaser(s) regarding the possible subsequent disposal of all or a majority of its equity interest in AUFM after completion of the Possible Acquisition. No concrete terms have been reached and no definitive agreement has been entered into by the Group with any party regarding such possible disposal. In case the transaction(s) for such possible disposal materialize, the Company will as and when necessary comply with the applicable requirements under the Listing Rules. The Directors are of the view that the Possible Acquisition is on normal commercial terms which are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

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GENERAL

The Group is principally engaged in (i) entertainment and media business; and (ii) provision of online and offline healthcare and wellness services.

Poly Culture is a leading culture and art enterprise in the PRC with diversified business operations, the H shares of which are listed on the Stock Exchange. Poly Culture together with its subsidiaries are mainly engaged in art business and auction, performance and theatre management and cinema investment and management. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, apart from the holding of equity interest in AUFM, Poly Culture and its controlling shareholders are third parties independent of the Company and the connected persons of the Company.

IMPLICATIONS UNDER THE LISTING RULES

As one of the relevant percentage ratios under Chapter 14 of the Listing Rules in respect of the Possible Acquisition exceeds 5% but all of the relevant percentage ratios are less than 25%, the Possible Acquisition constitutes a discloseable transaction of the Company, which is subject to reporting and announcement requirements of Chapter 14 of the Listing Rules.

As the Possible Acquisition is subject to the outcome of the bidding process, the Possible Acquisition may or may not materialise. Furthermore, while the Group is undergoing preliminary discussions with potential purchaser(s) regarding the possible subsequent disposal of all or a majority of its equity interest in AUFM after completion of the Possible Acquisition, no concrete terms have been reached and no binding agreement in respect of the possible subsequent disposal has been entered into, such possible subsequent disposal also may or may not materialise. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the following meanings:

“Agreement”

the agreement dated 9 September 2016 entered into between Beijing Hao Ge and Poly Culture in relation to the Possible Acquisition and the Tender

“AUFM”

Beijing Poly Huayi Media and Culture Co., Ltd.* (北京保利華億 傳媒文化有限公司)(also known as Asia Union Film and Media), a company established in the PRC with limited liability

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“Beijing Hao Ge”	Beijing Hua Yi Hao Ge Media Culture Co., Ltd.* (北京華億浩
	歌傳媒文化有限公司), a co-operative joint venture established in
	the PRC and a wholly-owned subsidiary of the Company
“Board”	the board of Directors
“Company”	Huayi Tencent Entertainment Company Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	issued shares of which are listed on the Main Board of the Stock
	Exchange (Stock Code: 419)
“connected person”	has the meaning ascribed to it under the Listing Rules
“Consideration”	the consideration for the Sale Interest under the Possible
	Acquisition
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China and, for the purpose of
	this announcement, excluding Hong Kong, Macau Special
	Administrative Region and Taiwan
“Poly Culture”	Poly Culture Group Corporation Limited (保利文化集團股份有
	限公司), a joint stock limited company incorporated in the PRC,
	the H shares of which are listed on the Main Board of the Stock
	Exchange (Stock Code: 3636) (formerly named Poly Culture &
	Arts Co., Ltd* (保利文化藝術有限公司))
“Possible Acquisition”	the possible acquisition of the Sale Interest by Beijing Hao Ge
	pursuant to terms of the Agreement
“RMB”	Renminbi, the lawful currency of the PRC

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“Sale Interest”

50% of the equity interest in AUFM

“SUAEE” Shanghai United Assets and Equity Exchange* (上海聯合產權交 易所) “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Tender” the public tender for the sale of the Sale Interest to be held on SUAEE

• “Transfer Agreement” the transfer agreement for the Sale Interest to be entered into between Beijing Hao Ge and Poly Culture if Beijing Hao Ge’s bid is successful

• “%” per cent.

By Order of the Board Huayi Tencent Entertainment Company Limited Wang Zhongjun Chairman

Hong Kong, 9 September 2016

• For identification purpose only

For the purposes of this announcement, unless otherwise specified, conversion of Renminbi into Hong Kong dollars is based on the approximate exchange rate of RMB1.00 to HK$1.16. Such exchange rate is for the purpose of illustration only and does not constitute a representation that any amounts in Hong Kong dollars or Renminbi have been, could have been or may be converted at such or any other rate or at all.

As at the date of this announcement, the Board comprises:

Executive Directors: Mr. WANG Zhongjun (Chairman), Mr. LAU Seng Yee (Vice Chairman), Mr. WANG Zhonglei, Mr. LIN Haifeng, Ms. WANG Dongmei, Mr. YUEN Hoi Po Independent non-executive Directors: Dr. WONG Yau Kar David, BBS, JP, Mr. YUEN Kin, Mr. CHU Yuguo

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