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 is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement and the information contained herein does not constitute or form part of an offer to purchase, subscribe or sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an applicable exemption from such registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and management, as well as financial statements. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. The securities described in this announcement will be sold in accordance with all applicable laws and regulations. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

CIFI Holdings (Group) Co. Ltd.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00884)

COMPLETION OF ISSUE OF CONVERTIBLE BONDS

UNDER GENERAL MANDATE

Reference is made to the announcements of CIFI Holdings (Group) Co. Ltd. (the "Company") dated 26 January 2018 (the "Announcement") and 31 January 2018 relating to the issue of the Bonds. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement.

COMPLETION OF ISSUE OF CONVERTIBLE BONDS UNDER GENERAL MANDATE

The Company is pleased to announce that the conditions precedent to the Subscription Agreement have been fulfilled and that the issue of the Firm Bonds in the aggregate principal amount of HK$2,790,000,000 was completed on 14 February 2018. Based on the initial Conversion Price of HK$9.30 per Share, the Firm Bonds are convertible into 300,000,000 Shares, representing approximately (i) 3.95% of the issued share capital of the Company as at the date of the Announcement; and (ii) 3.80% of the issued share capital of the Company as enlarged by the issue of new Shares under the share option scheme adopted by the Company on 9 October 2012 (the "Option Shares Issuance") between the date of the Announcement and the date of this announcement and the issue of the Conversion Shares as at the date of this announcement. It was commercially agreed that the Company and the Managers will not enter into the Upsize Side Agreement for the Upsize Bonds.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) as at the date of this announcement after the Option Shares Issuance but before the allotment and issue of the Conversion Shares; and (ii) immediately after the allotment and issue of the Conversion Shares (with the full conversion of the Firm Bonds at the initial Conversion Price of HK$9.30 per Conversion Share and assuming that there has been no other change in the number of issued shares of the Company other than the Option Shares Issuance), are set out below for illustration purposes only:

As at the date of

After the Firm Bonds are

this announcement before

fully converted into

the Firm Bonds are fully converted

the Conversion Shares at the

into the Conversion Shares

initial Conversion Price

% of issued share capital

% of enlarged share capital

Shareholder

No. of Shares

of the Company

No. of Shares

of the Company

Rosy Fortune (Note 1)

2,275,855,975

29.94%

2,275,855,975

28.80%

Ding Chang (Note 2)

1,180,177,671

15.52%

1,180,177,671

14.93%

Eminent Talent (Note 3)

651,952,559

8.58%

651,952,559

8.25%

Rain-Mountain (Note 4)

205,670,580

2.70%

205,670,580

2.60%

LIN Zhong (Note 5)

6,766,000

0.09%

6,766,000

0.09%

CHEN Dongbiao (Note 6)

13,718,000

0.18%

13,718,000

0.17%

YANG Xin (Note 7)

4,998,254

0.07%

4,998,254

0.06%

ZHANG Yongyue (Note 8)

700,000

0.01%

700,000

0.01%

TAN Wee Seng (Note 9)

600,000

0.01%

600,000

0.01%

Ping An Life Insurance Company

of China, Ltd. and its associates

(Note 10)

746,654,000

9.82%

746,654,000

9.45%

Public

2,515,413,892

33.08%

2,515,413,892

31.83%

Bondholders

-

0.00%

300,000,000

3.80%

7,602,506,931

(Note 11)

100.00%

7,902,506,931

100.00%

Notes:

(1)

Rosy Fortune is wholly held by LIN's Family Trust, which is a family trust jointly set up by Mr. LIN

Zhong, Mr. LIN Wei and Mr. LIN Feng, being the executive Directors, as settlors. Mr. LIN Zhong, Mr.

LIN Wei and Mr. LIN Feng are brothers and the founders of the Group.

(2)

Ding Chang is wholly held by Sun Success Trust, which is a family trust set up by Mr. LIN Zhong, being

an executive Director, as settlor.

(3)

Eminent Talent is wholly held by Mr. LIN Wei, being an executive Director.

(4)

Rain-Mountain is wholly held by Sun-Mountain Trust, which is a family trust set up by Mr. LIN Feng,

being an executive Director, as settlor.

(5)

These Shares are held by Mr. LIN Zhong, an executive Director, as beneficial owner.

(6)

These Shares are held by Mr. CHEN Dongbiao, an executive Director, as beneficial owner.

(7)

These Shares are held by Mr. YANG Xin, an executive Director, and his associate as beneficial owners.

(8)

These Shares are held by Mr. ZHANG Yongyue, an independent non-executive Director, as beneficial

owner.

(9)

These Shares are held by Mr. TAN Wee Seng, an independent non-executive Director, as beneficial owner.

(10)

These Shares are held by Ping An Life Insurance Company of China, Ltd. and its associates.

(11)

Between the date of the Announcement and the date of this announcement, 2,896,000 share options were

exercised under the share option scheme adopted by the Company on 9 October 2012.

Chairman

By Order of the Board CIFI Holdings (Group) Co. Ltd.

LIN Zhong

Hong Kong, 15 February 2018

As at the date of this announcement, the Board comprises Mr. LIN Zhong, Mr. LIN Wei, Mr. LIN Feng, Mr. CHEN Dongbiao and Mr. YANG Xin as executive Directors; Mr. ZHOU Yimin as non-executive Director; and Mr. GU Yunchang, Mr. ZHANG Yongyue and Mr. TAN Wee Seng as independent non-executive Directors.

CIFI Holdings Group Co. Ltd. published this content on 15 February 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 February 2018 23:15:02 UTC.

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