Chun Wo Development : Announcement Pursuant to Rule 3.7 of the Takeovers Code, Rule 13.09 of the Listing Rules and Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance and Resumption of Trading

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

(Incorporated in Bermuda with limited liability)

This announcement is made by Chun Wo Development Holdings Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 3.7 of The Hong Kong Code on Takeovers and Mergers (the "Takeovers Code"), Rule 13.09 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
Reference is also made to the announcement of the Company dated 7 July 2014 on the Stock Exchange in respect of trading halt in the ordinary shares of HK$0.10 each in the Company (the "Shares") on the Stock Exchange relating to possible inside information.
The board of directors of the Company (the "Board") was informed by the controlling shareholder of the Company, GT Winners Limited ("GT Winners") (a company which holds
610,042,884 Shares, representing approximately 56.32% of the existing issued share capital of the Company as at the date of this announcement), that a memorandum of understanding (the "MOU") was entered into between GT Winners as possible vendor and an independent third party as possible purchaser (the "Possible Purchaser") on 4 July 2014 in relation to the possible sale and purchase of all or part of the 610,042,884 Shares held by GT Winners (the "Possible Transaction"). Pursuant to the MOU, GT Winners agrees not to discuss or negotiate any arrangement with any other party in respect of the subject matter of the Possible
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Transaction for a period from the date of the MOU to 30 September 2014 (unless GT Winners and the Possible Purchaser otherwise agree to extend such expiry date). According to the MOU, it is the present consensus of GT Winners and the Possible Purchaser that there will not be any material changes on the contractual relationship between the Group and its senior management or the business and customers' contracts of the Group after completion of the Possible Transaction.
The Board has been informed by GT Winners that no legally binding agreements had been entered into in respect of the Possible Transaction as at the date of this announcement, and the discussions are still in progress and the Possible Transaction may or may not proceed. If the Possible Transaction materializes, it may lead to a change in control of the Company and a mandatory general offer under the Takeovers Code for all the Shares and the relevant securities of the Company (other than those already owned by or agreed to be acquired by the Possible Purchaser and parties acting in concert with it).
In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of the aforesaid discussions will be made until an announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and the Takeovers Code (as the case may be).
In compliance with Rule 3.8 of the Takeovers Code, the relevant securities of the Company in issue as at the date of this announcement comprise (i) 1,083,098,976 Shares and (ii)
18,902,000 outstanding options. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date hereof.
The associates (within the meaning ascribed thereto under the Takeovers Code, including but not limited to any person holding 5% or more of a class of relevant securities of the Company) of the Company are hereby reminded to disclose their dealings in the relevant securities of the Company under Rule 22 of the Takeovers Code.
In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note
11 to Rule 22 of the Takeovers Code:

"Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

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Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation."

"Executive" referred to above has the meaning ascribed to it under the Takeovers Code.

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 7 July 2014 pending the release of this announcement.
Application has been made by the Company to the Stock Exchange for resumption of trading in its Shares on the Stock Exchange with effect from 9:00 a.m. on 8 July 2014.
By Order of the Board

Chairman

Hong Kong, 7 July 2014

As at the date of this announcement, the executive directors of the Company are Mr. Pang Yat Ting, Dominic, Mr. Pang Yat Bond, Derrick, Mr. Kwok Yuk Chiu, Clement and Madam Li Wai Hang, Christina and the independent non-executive directors of the Company are Mr. Au Son Yiu, Mr. Chan Chiu Ying, Alec, Mr. Hui Chiu Chung, Stephen JP and Mr. Lee Shing See GBS, OBE, JP.

The directors of the Company jointly and severally accept full responsibility for accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, 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.

In the event of inconsistency, the English text of this announcement shall prevail over the

Chinese text thereof.

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