Grand Baoxin Auto Group Limited — M&A Activity 2015

Dec 28, 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.

This Announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of CGA, the Offeror or the Company.

CHINA GRAND AUTOMOTIVE SERVICES CO. LIMITED 廣 匯 汽 車 服 務 股 份 公 司

(a joint stock limited company incorporated in the People ’ s Republic of China) (SSE Stock Code: 600297)

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BAOXIN AUTO GROUP LIMITED 寶 信 汽 車 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability) (Stock code: 1293)

CHINA GRAND AUTOMOTIVE SERVICES (HONG KONG) LIMITED 廣 匯 汽 車 服 務 （ 香 港 ） 有 限 公 司 (incorporated in Hong Kong with limited liability)

JOINT ANNOUNCEMENT

INTRODUCTION

This announcement is made pursuant to Rule 8.1 of the Code, Rule 13.09(2) of the Listing Rules and the Inside Information Provisions（as defined under Part XIVA of the SFO）.

Reference is made to (i) the joint announcement dated 11 December 2015 issued by CGA, the Offeror and the Company in relation to, among other things, the pre-conditional voluntary cash Partial Offer and Option Offer by CMB International on behalf of the Offeror to acquire a maximum of 75% of the issued share capital of Baoxin Auto Group Limited from Qualifying Shareholders and to cancel a maximum of 75% of the outstanding Share Options（the ‘‘Rule 3.5 Announcement’’）; (ii) the voluntary announcement issued by the Company in relation to, among other things, the unaudited consolidated results of the Group for the nine months ended 30 September 2015; (iii) the joint announcement dated 11 December 2015 issued by CGA, the Offeror and the Company enclosing the draft SSE Report; and (iv) the joint announcement dated 22 December 2015 issued by CGA, the Offeror and the Company enclosing the final SSE Report. Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those used in the Rule 3.5 Announcement.

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SATISFACTION OF PRE-CONDITION (C) IN THE RULE 3.5 ANNOUNCEMENT

As disclosed in the section headed ‘‘Pre-Conditions to the Partial Offer and Option Offer’’ in the Rule 3.5 Announcement, the making of the Partial Offer and the Option Offer is subject to the satisfaction or, where applicable, waiver of the Pre-Conditions.

The Company, CGA and the Offeror were pleased to announce that, on 28 December 2015, resolutions were duly passed by the shareholders of CGA at a general meeting to approve the Offers by a majority of not less than two-thirds of the votes cast by the shareholders of CGA present at such general meeting（in person or by proxy）in accordance with the ‘‘Administrative Measures for the Major Asset Restructuring of Listed Companies’’（《 上市 公司重大資產重組管 理 辦法》）issued by the CSRC. Accordingly, Pre-Condition (c) as set out in the Rule 3.5 Announcement has been satisfied. A further announcement will be issued as soon as practicable after the other Pre-Conditions have been satisfied or, where applicable, waived.

WARNING：AS THE MAKING OF THE PARTIAL OFFER AND THE OPTION OFFER IS SUBJECT TO THE SATISFACTION OR, WHERE APPLICABLE, WAIVER OF THE PRE-CONDITIONS, THE PARTIAL OFFER AND THE OPTION OFFER ARE A POSSIBILITY ONLY AND MAY OR MAY NOT BE MADE. IT DEPENDS ON THE SATISFACTION OR, WHERE APPLICABLE, WAIVER OF THE PRE-CONDITIONS.

CLOSING OF THE PARTIAL OFFER AND THE OPTION OFFER IS SUBJECT TO THE CONDITION BEING FULFILLED AND THE OFFERS BECOMING UNCONDITIONAL. ACCORDINGLY, THE ISSUE OF THIS ANNOUNCEMENT DOES NOT IN ANY WAY IMPLY THAT THE PARTIAL OFFER AND THE OPTION OFFER WILL BECOME UNCONDITIONAL AND BE CLOSED.

SHAREHOLDERS AND PROSPECTIVE INVESTORS ARE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF THE COMPANY. PERSONS WHO ARE IN DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT THEIR PROFESSIONAL ADVISORS.

By order of the board of	By order of the board of	By order of the Board of
China Grand Automotive	China Grand Automotive	Baoxin Auto Group
Services Co., Ltd	Services (Hong Kong)	Limited
	Limited
LI Jianping	WANG Ben	YANG Aihua
Chairman	Director	Chairman

The PRC, 28 December 2015

As at the date of this Announcement, the director of the Offeror is Mr. WANG Ben.

As at the date of this Announcement, the directors of CGA are Mr. LI Jianping, Mr. MENG Zhipeng, Mr. TANG Yongqi, Mr. KONG Lingjiang, Mr. XUE Weidong and Mr. SHANG Yong, and the independent directors of CGA are Mr. SHEN Jinjun, Mr. CHENG Xiaoming and Mr. LIANG Yongming.

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As at the date of this Announcement, the executive Directors are Mr. YANG Aihua, Mr. YANG Hansong, Mr. YANG Zehua, Ms. HUA Xiuzhen and Mr. ZHAO Hongliang, the nonexecutive Director is Mr. LU Linkui, and the independent non-executive Directors are Mr. DIAO Jianshen, Mr. WANG Keyi and Mr. CHAN Wan Tsun Adrian Alan.

The directors of the Offeror and CGA jointly and severally accept full responsibility for the accuracy of the information contained in this Announcement (other than information relating to the Group or any of its associates or any parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this Announcement (other than opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this Announcement, the omission of which would make any statement in this Announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this Announcement（other than information relating to the CGA Group, the Offeror or any of their associates or any parties acting in concert with any of them） and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this Announcement（other than opinions expressed by the directors of CGA and the Offeror）have been arrived at after due and careful consideration and there are no other facts not contained in this Announcement, the omission of which would make any statement in this Announcement misleading.

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