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.



CHANGFENG AXLE (CHINA) COMPANY LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1039) FURTHER DELAY IN DESPATCH OF CIRCULAR MAJOR TRANSACTION IN RELATION TO DISPOSAL OF A PRC SUBSIDIARY

Reference is made to (i) the announcement issued by Changfeng Axle (China) Company Limited (the "Company") dated 16 December 2013 (the "Announcement") in relation to the disposal of the entire equity interests in Fujian Changfeng Axle Manufacturing Company Limited (the "Disposal"); and (ii) the announcement of the Company dated 9 January 2014 in relation to the postponement of the despatch date of the Circular from 9 January 2014 to 28 January 2014 (the "Delay Announcement"). Unless otherwise stated herein, capitalised terms used herein shall have the same meanings as those defined in the Announcement and the Delay Announcement.
Since none of the Shareholders is required to abstain from voting on the Disposal and a written approval on the Disposal has been obtained from Changfeng Axle Holdings Limited, a Shareholder interested in approximately 50.59% of the issued share capital of the Company as at the date Announcement, the Company would not hold a general meeting to approve the Disposal pursuant to Rule 14.44 of the Listing Rules. Pursuant to Rule 14.41(a) of the Listing Rules, the Circular is required to be despatched to the Shareholders within 15 business days after publication of the Announcement (i.e. on or before 9 January
2014). As disclosed in the Delay Announcement, the Company has applied for and the Stock Exchange has granted to the Company a waiver from strict compliance with Rule 14.41(a) of the Listing Rules such
that the despatch date of the Circular has been postponed to a date not later than 28 January 2014.
1
As additional time is required to finalise the content of the Circular, including but not limited to the indebtedness statement and a statement as to the sufficiency of working capital which will be subject to a letter of comfort from the accountants, the Company has further applied for and the Stock Exchange has further granted a waiver from strict compliance with Rule 14.41(a) of the Listing Rules such that the despatch date of the Circular has been extended to a date not later than 24 February 2014.
By Order of the Board

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

Chairman

Hong Kong, 28 January 2014

As at the date of this announcement, the executive Directors are Mr. Wong Kwai Mo, Ms. Wu Ching and Mr. Lai Fengcai; the non-executive Director is Ms. Dong Ying, Dorothy; and the independent non- executive Directors are Mr. Zhu Weizhou, Dr. Li Xiuqing and Mr. Chong Ching Hei.

2

distributed by