DT Capital Limited — M&A Activity 2014

Mar 28, 2014

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.

EVERCHINA INT'L HOLDINGS COMPANY LIMITED

潤中國際控股有限公司

(formerly known as "Interchina Holdings Company Limited" 國中控股有限公司)

(incorporated in Hong Kong with limited liability)

(Stock Code: 202)

TERMINATION OF DISCLOSABLE TRANSACTIONS ACQUISITION OF THE PROPERTIES

This announcement is made pursuant to Rule 14.36 of the Listing Rules.

The Board announced that on 28 March 2014, the Company exercises the right to terminate the Sale and Purchase Agreements with the Vendor in accordance with its terms, such termination to take effect on 29 March 2014.

This announcement is made pursuant to Rule 14.36 of the Listing Rules.

Reference is made to the announcement of the Company dated 26 April 2012 (the "Announcement") in relation to, among other things, the Acquisitions. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Announcement.

As disclosed in the 2013 annual report of the Company and the 2014 interim report of the Company, the Acquisition constitutes bulk transaction under the relevant PRC regulation, procedures of transferring the legal title of the Properties has been underway. After careful consideration of all the circumstances surrounding the Acquisitions, including the existing restrictions for the bulk transactions implemented by the PRC government on real estate transfer, the Board decided not to proceed with the Acquisitions and exercised the right to terminate the Sale and Purchase Agreements with the Vendor in accordance with the terms of the Sale and Purchase Agreements with effect on 29 March 2014 and has requested refund the sum of RMB194,127,315, being the Consideration paid by the Purchasers to the Vendor, to the Company on or before 12 April 2014. Pursuant to the Sale and Purchase Agreements and was mutually agreed between the Vendor and the Company, the Vendor shall also pay compensation to the Company, which shall be equivalent to 5% of the consideration for the relevant Properties.

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The Board considers that the termination of the Sale and Purchase Agreements is in the interest of the Company and the shareholders as a whole and has no material adverse impact on the existing business operation or the financial position of the Group.

By Order of the Board
EverChina Int'l Holdings Company Limited
Lam Cheung Shing, Richard
Chief Executive Officer and Executive Director

Hong Kong, 28 March 2014

As at the date of this announcement, the executive Directors are Mr. Jiang Zhaobai, Mr. Lam Cheung Shing, Richard, Mr. Shen Angang, Mr. Zhu Deyu, Mr. Lu Yaohua and Mr. Gu Yungao; and the independent non-executive Directors are Mr. Ho Yiu Yue, Louis, Mr. Ko Ming Tung, Edward and Mr. Chen Yi.

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