CIFI Holdings (Group) Co. Ltd. — Capital/Financing Update 2016

Aug 29, 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.

==> picture [68 x 29] intentionally omitted <==

==> picture [47 x 33] intentionally omitted <==

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)

FACILITY AGREEMENT WITH SPECIFIC PERFORMANCE COVENANTS

This announcement is made by the Company pursuant to Rule 13.18 of the Listing Rules.

FACILITY AGREEMENT

On 29 August 2016, the Company as borrower, and certain offshore subsidiaries of the Company as original guarantors, entered into the Facility Agreement with a group of financial institutions as lenders (the “ Lenders ”).

The Facility Agreement refers to a USD/HKD dual currency term loan facility with a principal amount of US$50 million (or its equivalent in HKD), an utilization period of 6 months from the date of the Facility Agreement, and a final maturity of 36 months after the first utilization date.

DISCLOSURE UNDER RULE 13.18 OF THE LISTING RULES

Pursuant to the Facility Agreement, it requires that (i) the Controlling Shareholders will maintain beneficial shareholding of not less than 51% of the entire issued share capital of the Company; and (ii) any of Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng shall remain as the chairman of the Board, otherwise it will constitute an event of default. Upon and at any time after the occurrence of an event of default, the Lenders may immediately cancel all or any part of their respective commitments and the outstanding amount under the Facility Agreement together with interest accrued thereon may become immediately due and payable.

As at the date of this announcement, the Controlling Shareholders are collectively beneficially interested in approximately 63.46% of the total issued share capital of the Company.

– 1 –

DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

“Board”	the board of Directors of the Company
“Company”	CIFI Holdings (Group) Co. Ltd., a company incorporated in the
	Cayman Islands, and the shares of which are listed on the main
	board of the Stock Exchange
“Controlling Shareholders”	collectively, Mr. LIN Zhong, Mr. LIN Wei, Mr. LIN Feng,
	their respective family members, their family trusts and the
	companies beneficially owned by them (or any of them)
“Directors”	the directors of the Company
“Facility Agreement”	the facility agreement dated 29 August 2016 entered into
	amongst (i) the Company as borrower, (ii) certain offshore
	subsidiaries of the Company as original guarantors and (iii) a
	group of financial institutions as Lenders
“HK$” or “HKD”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“US$” or “USD”	United States dollars, the lawful currency of the United States
“%”	per cent.
	By order of the Board
	CIFI Holdings (Group) Co. Ltd.
	LIN Zhong
	Chairman

Hong Kong, 29 August 2016

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 –