untitled

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.



CHIHO-TIANDE GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 976) ANNOUNCEMENT IN RELATION TO THE CHANGE IN SHAREHOLDINGS OF THE SUBSTANTIAL SHAREHOLDERS OF THE COMPANY

This announcement is made by Chiho-Tiande Group Limited (the "Company") pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) concerning disclosure of inside information and Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.
The board of directors of the Company (the "Board") has been informed that:
(a) on 23 January 2015, Delco Participation B.V. ("Delco", a substantial shareholder of the Company holding approximately 10.98% of the issued share capital of the Company) and HWH Holdings Limited ("HWH", a substantial shareholder of the Company holding approximately 30.39% of the issued share capital of the Company) entered into a conditional sale and purchase agreement, pursuant to which Delco agreed to sell its entire shareholding in the Company to HWH (the "Share Sale"). Completion of the Share Sale is subject to the fulfillment (or, where applicable, waiver) of various conditions, including HWH having obtained a waiver from the Executive Director of the Corporate Finance Division of the Securities and Futures Commission waiving its obligation to make a mandatory offer under Rule 26.1 of the Hong Kong Code on Takeovers and Mergers in respect of the Share Sale; and
(b) on 26 January 2015, Sims Metal Management Dragon Holdings Limited, a substantial shareholder of the Company holding approximately 15.88% of the issued share capital of the Company, entered into two conditional sale and purchase agreements to dispose of its entire shareholding in the Company to unrelated third parties.
1

Shareholders of the Company and public investors are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board

Chiho-Tiande Group Limited Fang Ankong

Chairman

Hong Kong, 27 January 2015
As at the date of this announcement, the Board of Directors of the Company comprises:

Executive Directors: Fang Ankong, Stephanus Maria van Ooijen, Gu Liyong

Non-executive Director: Michael Charles Lion

Independent non-executive Directors: Loke Yu, Zhang Jingdong, Zhu Dajian

2

distributed by