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This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.



CHANGFENG AXLE (CHINA) COMPANY LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1039) FURTHER DELAY IN DESPATCH OF CIRCULAR

Reference is made to the announcement dated 10 October 2014 issued by Changfeng Axle (China) Company Limited (the "Company") in relation to, among others, the Subscription, the Acquisition and the Whitewash Waiver (the "Announcement") and the announcement of the Company dated 21
November 2014 in relation to the further delay in despatch of circular (the "Delay Announcement"). Save as defined herein, capitalized terms used in this announcement have the same meanings as defined in the Announcement.
As set out in the Delay Announcement, a circular (the "Circular") containing, amongst other information, (i) details of the Acquisition, the Loan and the Subscription; (ii) details of the application of the Whitewash Waiver; (iii) details of the Specific Mandate; (iv) further details of the Target Group; (v) a letter of advice from the Independent Board Committee to the Independent Shareholders; (vi) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (vii) a notice of the EGM, would be despatched to the Shareholders on or before 24
December 2014.
As additional time is required to finalise certain information to be included in the Circular, including the financial information of the Target Group and the Group and the reports on loss estimate pursuant to Rule 10.4 of the Takeovers Code, an application has been made by the Company to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code and to postpone the despatch date of the Circular to a date not later than 2 February 2015, and the Executive has granted such consent.
By Order of the Board

Changfeng Axle (China) Company Limited Mr. WONG Kwai Mo

Chairman

Hong Kong, 24 December 2014
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As at the date of this announcement, the executive directors of the Company are Mr. Wong Kwai Mo, Ms. Wu Ching and Mr. Lai Fengcai; the non-executive director of the Company is Ms. Dong Ying, Dorothy; and the independent non-executive directors of the Company are Mr. Zhu Weizhou, Dr. Li Xiuqing and Mr. Chong Ching Hei.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement 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 statements in this announcement misleading.

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