China Taifeng Beddings : Announcements and Notices - DELAY IN DESPATCH OF CIRCULAR

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.

(incorporated in the Cayman Islands with limited liability)

Reference is made to the various announcements of China Taifeng Beddings Holdings Limited (the "Company") dated on each of 7 January 2015 in relation to (1) the new MOU relating to the possible acquisition of the Target Company; (2) proposed issue of subscription shares; (3) proposed increase in authorized share capital; (4) application for whitewash waiver; (5) delay in dispatch of circular; and (6) resumption of trading (the "First Announcement"), 26
February 2015 in relation in relation to the suspension of trading in the shares of the Company with effect from 1:00 p.m. on 26 February 2015 pending the release of an announcement in relation to a very substantial acquisition of the Company under The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") (the "Second Announcement"), and 6 March 2015 in relation to the update on a very substantial acquisition of the Company (the "Third Announcement"). Unless the context requires, capitalized terms used herein shall have the same meanings as defined in the First Announcement, the Second Announcement and the Third Announcement.
The Circular, containing, among other things, (i) details of the Subscription Agreement and the Whitewash Waiver, (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) the notice of the EGM will be despatched to the Shareholders.

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Rule 8.2 of the Takeovers Code required the Circular to be despatched within 21 days after publication of the First Announcement. The Company had obtained a waiver from strict compliance with Rule 8.2 of the Takeovers Code from the Executive for the Circular to be despatched on or before 31 March 2015.
As the draft announcement in relation to the Formal Agreement and the transactions to be carried out in connection therewith are still being reviewed by the Stock Exchange, the Company has, pending the release of such announcement, applied for, and the Executive has granted, a waiver from strict compliance with Rule 8.2 of the Takeovers Code for the time limit for the despatch of the Circular to be further extended to 30 April 2015.
By order of the Board of

Chairman

Hong Kong, 31 March 2015

As at the date of this announcement, the board of directors of the Company comprises four executive directors, namely, Mr. LIU Qingping (Chairman), Mr. LI Dengxiang, Ms. QI Tongli and Mr. ZOU Shengzhong; and three independent non-executive directors, namely Mr. CHAN Kin Sang, Mr. LI Yuchun and Mr. DAI Shunlin.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquires, 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 statement in this announcement misleading.

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