CIFI Holdings (Group) Co. Ltd. — Capital/Financing Update 2015

Jul 14, 2015

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.

CIFI Holdings (Group) Co. Ltd. 旭輝控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00884)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board of directors (“ Board ”) of CIFI Holdings (Group) Co. Ltd. (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that on 13 July 2015 (the “ Date of Grant ”), the Company has granted, pursuant to its share option scheme adopted on 9 October 2012 (the “ Share Option Scheme ”), a total of 100,000,000 share options (the “ Share Options ”) to certain eligible Participants (as defined in the Share Option Scheme), subject to their acceptance. Details of such grants are set out as below:

Date of Grant: 13 July 2015

Exercise price of Share HK$1.77 to subscribe for one ordinary share of HK$0.10 Options granted each in the share capital of the Company (the “ Share ”) (the “ Exercise Price ”):

The Exercise Price represents the highest of (i) the closing price of HK$1.77 per Share on the Date of Grant; (ii) the average closing price of HK$1.646 per Share for the five business days preceding the Date of Grant; and (iii) the nominal value of a Share.

Total number of Share 100,000,000 Options granted:

Closing price of the Share HK$1.77 on the Date of Grant:

Validity period of the Share from 13 July 2015 to 30 June 2019 (both dates inclusive) Options:

– 1 –

• Vesting period of the Share (i) 25% is exercisable from the period commencing from Options: 13 July 2015 and expiring on 30 June 2019;

  • (ii) 25% is exercisable from the period commencing from 1 July 2016 and expiring on 30 June 2019;

  • (iii) 25% is exercisable from the period commencing from 1 July 2017 and expiring on 30 June 2019; and

  • (iv) 25% is exercisable from the period commencing from 1 July 2018 and expiring on 30 June 2019.

Out of the above 100,000,000 Share Options granted, 4,600,000 Share Options were granted to the following directors of the Company (the “ Directors ”). The grant of the Share Options to the Directors was approved by all the independent non-executive Directors of the Company (“ INEDs ”) (excluding the INED who is the grantee of the Share Options).

Name of directorPositionMr. LIN FengExecutive Director & chief executive officerMr. GU YunchangIndependent non-executive DirectorMr. ZHANG YongyueIndependent non-executive DirectorMr. TAN Wee SengIndependent non-executive DirectorSub-Total	Number ofOptions granted2,800,000600,000600,000600,0004,600,000

Saved as disclosed above, none of the grantees of the Share Options is a Director, chief executive or substantial shareholder of the Company or an associate of any of them.

As at the date of this announcement, the total number of issued shares of the Company is 6,766,202,602 Shares. Exercise by any one of the Directors named above of all the Share Options granted to him (including previous grants) in the 12-month period up to and including the Date of Grant will not result in issue of new Shares representing more than 0.1% of the Shares in issue. The aggregate value of the Shares calculated with reference to the closing price of the Shares at the Date of Grant upon exercise of all the Share Options by any one of a substantial shareholder or an independent non-executive Director or any of their respective associates will not be in excess of HK$5 million. Accordingly, the grant of the Share Options to the above Directors is not subject to the approval of the shareholders of the Company under Rule 17.04(1) of the Listing Rules.

By order of the Board CIFI Holdings (Group) Co. Ltd. LIN Zhong Chairman

Hong Kong, 14 July 2015

As at the date of this announcement, the Board comprises Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng as executive Directors; and Mr. GU Yunchang, Mr. ZHANG Yongyue and Mr. TAN Wee Seng as independent non-executive Directors.

– 2 –