HNA Investment Hldg : (1) Proposed Issue of Rights Shares on the Basis of Nine Rights Shares for Every Five Existing Shares of the Company at HK$0.376 per Rights Share; (2) Application for Whitewash Waiver; (3) Closure of Register of Members ; and (4) Proposed Change of Board Lot Size

The Securities and Futures Commission of Hong Kong, 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 sell, dispose, acquire, purchase or subscribe for any securities of the Company and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by law. Persons who come into possession of this announcement should acquaint themselves with and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an invitation or offer of securities for sale in the United States and neither this announcement nor any copy thereof may be released or distributed in the United States or any other jurisdiction where such release might be unlawful. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933 of the United States, as amended. There is no intention to register any portion of the rights issue or any securities described herein in the United States or to conduct a public offering of securities in the United States.

(Incorporated in Hong Kong with limited liability)

Hong Kong HNA Holding Group Co. Limited
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The Company proposed to raise not more than approximately HK$2,965.95 million and not less than approximately HK$2,755.54 million before expenses by way of the Rights Issue to the Shareholders. The Rights Issue involves the issue of not less than 7,328,568,922 Rights Shares and not more than 7,888,154,625 Rights Shares at the Subscription Price of HK$0.376 per Rights Share on the basis of nine Rights Shares for every five existing Shares in issue on the Record Date. The Rights Shares will not be issued to the Excluded Shareholders. Fractional entitlements will not be allotted but will be aggregated and sold for the benefit of the Company. The net proceeds from the Rights Issue after deducting the expenses are estimated to be not more than approximately HK$2,961.49 million and not less than approximately HK$2,751.08 million.
As at the date of this announcement, HNA Group (International) which is interested in
1,109,244,000 Shares, representing approximately 27.24% of the existing issued Shares, has irrevocably undertaken to the Company that it will take up or procure the Underwriter to take up the Rights Shares which will be provisionally allotted and issued to HNA Group (International) and/or its nominee(s) as its assured entitlements under the Rights Issue.
To qualify for the Rights Issue, a Qualifying Shareholder must be registered as a member of the Company on the Record Date. In order to be registered as members of the Company on the Record Date, all transfers of Shares (together with the relevant share certificate(s)) must be lodged with the Registrar, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong by not later than 4:30 p.m. on Monday, 5 October 2015. It is expected that the last day of dealings in the Shares on a cum-rights basis is Wednesday, 30 September 2015 and the Shares will be dealt with on an ex-rights basis from Friday, 2 October 2015.

As at the date of this announcement, HNA Group (International) is interested in an aggregate of
1,109,244,000 Shares, representing approximately 27.24% of the total number of issued Shares.
Pursuant to the Underwriting Agreement, the Underwriter has conditionally agreed to underwrite the Underwritten Shares. Assuming no acceptance by the Qualifying Shareholders under the Rights Issue and no exercise of the Share Options and conversion of the Convertible Bonds on or before the Record Date, the Underwriter will be required to take up the Underwritten Shares and the aggregate shareholding held by the Concert Group upon completion of the Rights Issue would amount to approximately 74.02% of the then total number of issued Shares as enlarged by the allotment and issue of the Rights Shares. Under such circumstance, HNA Group (International) and the Underwriter would be required to make a mandatory general offer for all the securities of the Company (other than those already owned or agreed to be acquired by the Concert Group) under Rule 26.1 of the Takeovers Code, unless a waiver from strict compliance with Rule 26.1 of the Takeovers Code is granted by the Executive.
HNA Group (International) and the Underwriter will make an application to the Executive for the granting of the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code. The Whitewash Waiver, if granted by the Executive, would be subject to, among other things, the approval of the Independent Shareholders at the GM by way of poll. If the Whitewash Waiver is not granted or not approved by the Independent Shareholders, the Underwriting Agreement will not become unconditional and the Rights Issue will not proceed.

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The Shares are currently trading in board lots of 2,000 Shares each. The Board proposes to change the board lot size for trading in the Shares on the Stock Exchange from 2,000 Shares to
10,000 Shares upon the Rights Issue becoming effective and after the commencement of dealings in fully-paid Rights Shares.

As at the date of this announcement, HNA Group (International) is a substantial shareholder of the Company and therefore a connected person of the Company under Chapter 14A of the Listing Rules. As the Underwriter is an associate of HNA Group (International), the Underwriter is therefore also a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transaction contemplated under the Underwriting Agreement constitutes a connected transaction of the Company under the Listing Rules. Pursuant to Rule 14A.92(2) of the Listing Rules, as the Company has made arrangements for the Qualifying Shareholders to apply for the Rights Shares in excess of their entitlements under the Rights Issue in compliance with Rule 7.21(1) of the Listing Rules, the Underwriting Agreement is exempted from the reporting, announcement and independent shareholders' approval requirements under Chapter
14A of the Listing Rules.
As the Rights Issue will increase the number of issued Shares by more than 50%, pursuant to Rule 7.19(6)(a) of the Listing Rules, the Rights Issue is subject to the approval from Independent Shareholders at the GM.
In compliance with Rule 7.19(6)(a) of the Listing Rules, the Rights Issue must be made conditional on approval of the Independent Shareholders by way of poll at the GM and any controlling Shareholder and their associates or where there is no controlling Shareholder, the Directors (other than independent non-executive Directors), the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution relating to the Rights Issue. Mr. Leung Shun Sang, Tony, who is a non-executive Director, is interested in
20,000,000 Shares, representing approximately 0.49% of the total number of issued Shares as at the date of this announcement and Mr. Leung Kai Cheung, who is an independent non-executive Director, is interested in 1,714,000 Shares, representing approximately 0.04% of the total number of issued Shares as at the date of this announcement. Mr. Leung Shun Sang, Tony and Mr. Leung Kai Cheung shall abstain from voting in respect of the resolution relating to the Rights Issue. Save as disclosed above, none of the Directors or the chief executive of the Company and their respective associates holds any Shares as at the date of this announcement.

The register of members of the Company will be closed from Wednesday, 23 September
2015 to Tuesday, 29 September 2015 (both days inclusive) for determining the identity of the
Shareholders entitled to attend and vote at the GM.
The register of members of the Company will be closed from Tuesday, 6 October 2015 to Monday, 12 October 2015 (both days inclusive) for determining the entitlements to the Rights Issue.
No transfer of Shares will be registered during the above book closure periods.
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Under the Takeovers Code, the Whitewash Waiver is conditional on, among other matters, approval by the Independent Shareholders at the GM. The resolution proposed to be voted at the GM will be conducted by way of poll.
Pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code, as the Concert Group is interested in the Whitewash Waiver, it is required to abstain from voting on the resolution to be proposed at the GM in relation to the Rights Issue, the Underwriting Agreement and the Whitewash Waiver. Save for the Concert Group, Mr. Leung Shun Sang, Tony (the non-executive Director) and Mr. Leung Kai Cheung (an independent non-executive Director), no Shareholder is involved in or interested in the Rights Issue, the Underwriting Agreement and the Whitewash Waiver which otherwise requires him/her/it to abstain from voting on the relevant resolution at the GM.
The Rights Issue Independent Board Committee has been established to advise the Independent Shareholders as to whether the terms of the Rights Issue and the Underwriting Agreement are fair and reasonable and in the interest of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote at the GM. The Whitewash Waiver Independent Board Committee has been established to advise the Independent Shareholders as to whether the terms of the Rights Issue, the Underwriting Agreement and the Whitewash Waiver are fair and reasonable and in the interest of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote at the GM. The IFA has been appointed to advise the Independent Board Committees and the Independent Shareholders in relation to the terms of the Rights Issue, the Underwriting Agreement and the Whitewash Waiver and such appointment has been approved by the Independent Board Committees pursuant to Rule 2.1 of the Takeovers Code. The Independent Board Committees will formulate their views with respect to the terms of the Rights Issue, the Underwriter Agreement and the Whitewash Waiver after obtaining and considering the advice of the IFA.
Pursuant to Rule 8.2 of the Takeovers Code, a circular containing, among other matters, further details of (i) the Rights Issue, the Underwriting Agreement and the Whitewash Waiver; (ii) letters of recommendation from the Independent Board Committees to the Independent Shareholders in relation to the Rights Issue, the Underwriting Agreement and the Whitewash Waiver (as the case may be); (iii) a letter of advice from the IFA to the Independent Board Committees and the Independent Shareholders in relation to the Rights Issue, the Underwriting Agreement and the Whitewash Waiver; and (iv) a notice of the GM, shall be despatched within 21 days of the date of this announcement, or such later date as the Executive may approve.
Upon the approval by the Independent Shareholders of the Rights Issue, the Underwriting Agreement and the Whitewash Waiver at the GM having been obtained and the granting of the Whitewash Waiver by the Executive, the Prospectus Documents will be despatched to the Qualifying Shareholders as soon as practicable. The Prospectus, without the Provisional Allotment Letter and the Excess Application Form, will be sent to the Excluded Shareholders (if any) for their information only.
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Adjustments to the conversion price of the Convertible Bonds in issue and the exercise price and number of the outstanding Share Options may be required under the relevant terms of the instrument constituting the Convertible Bonds and the Share Option Scheme. Further announcement(s) will be made by the Company in this regard.

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The Board proposed the Rights Issue, details of which are summarised below:

Basis of the Rights Issue: Nine Rights Shares for every five existing Shares held as at
5:00 p.m. on the Record Date
Subscription Price: HK$0.376 per Rights Share
Number of the existing
Shares in issue as at the date of this announcement:
4,071,427,179 Shares
Minimum number of
Rights Shares:
7,328,568,922 Rights Shares, representing approximately
180.00% of the existing total number of issued Shares and approximately 64.29% of the enlarged number of issued Shares (assuming no new Shares are issued (other than the Rights Shares) and no repurchase of Shares on or before the Record Date)
Maximum number of
Rights Shares:
7,888,154,625 Rights Shares, representing approximately
19 3 .74 % o f th e e x is t in g nu mb er o f is s ue d Sh ar e s an d approximately 64.29% of the enlarged number of issued Shares (assuming new Shares are issued on or before the Record Date pursuant to the full exercise of all outstanding Share Options and the conversion of all outstanding Convertible Bonds, but otherwise no other Shares (other than the Rights Shares) are issued and no repurchase of Shares on or before the Record Date)
Minimum number
of issued Shares as enlarged upon completion of
the Rights Issue:
11,399,996,101 Shares (assuming no new Shares are issued (other than the Rights Shares) and no repurchase of Shares on or before the completion of the Rights Issue)
Maximum number
of issued Shares as enlarged upon completion of the
Rights Issue:
12,270,462,750 Shares (assuming new Shares are issued on or before the Record Date pursuant to the full exercise of all outstanding Share Options and the conversion of all outstanding Convertible Bonds, but otherwise no other Shares (other than the Rights Shares) are issued and no repurchase of Shares on or before the completion of the Rights Issue)
Underwriter: Hong Kong HNA Holding Group Co. Limited
Total funds raised
before expenses:
Not more than approximately HK$2,965.95 million and not less than approximately HK$2,755.54 million
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As at the date of this announcement, there are (i) outstanding Share Options in respect of
109,407,810 Shares granted and exercisable under the share option scheme adopted by the
Company on 7 June 2002 and (ii) outstanding Convertible Bonds which are convertible into
201,473,136 Shares upon full conversion of such Convertible Bonds (based on the existing conversion price of HK$0.577, subject to adjustment). Save for the foregoing, there are no other options, warrants or other convertible securities granted by the Company that are subsisting as at the date of this announcement.
Assuming no new Shares (other than the Rights Shares) are issued and no repurchase of Shares on or before the Record Date, the minimum number of 7,328,568,922 Rights Shares to be issued pursuant to the terms of the Rights Issue represents approximately 180.00% of the existing number of issued Shares as at the date of this announcement and approximately 64.29% of the number of issued Shares as enlarged immediately upon completion of the Rights Issue.
Assuming new Shares are issued on or before the Record Date pursuant to the full exercise of all outstanding Share Options and the conversion of all outstanding Convertible Bonds, but otherwise no other Shares (other than the Rights Shares) are issued and no repurchase of Shares on or before the Record Date, the maximum number of 7,888,154,625 Rights Shares to be issued pursuant to the terms of the Rights Issue represent approximately 193.74% of the existing number of issued Shares as at the date of this announcement and approximately 64.29% of the number of issued Shares as enlarged immediately upon completion of the Rights Issue (assuming new Shares are issued on or before the Record Date pursuant to the full exercise of all outstanding Share Options and the conversion of all outstanding Convertible Bonds, but otherwise no other Shares (other than the Rights Shares) are issued and no repurchase of Shares on or before the completion of the Rights Issue).

The subscription price of HK$0.376 per Rights Share is payable in full when a Qualifying Shareholder accepts his/her/its provisional allotment under the Rights Issue or applies for excess Rights Shares or when a transferee of nil-paid Rights Shares subscribes for the Rights Shares.
The Subscription Price represents:
(i) a discount of approximately 20.00% to the closing price of HK$0.470 per Share as quoted on the Stock Exchange on the Last Trading Day;
(ii) a discount of approximately 14.74% to the average of the closing prices per Share as quoted on the Stock Exchange for the five previous consecutive trading days up to and including the Last Trading Day of approximately HK$0.441;
(iii) a discount of approximately 26.56% to the average of the closing prices per Share as quoted on the Stock Exchange for the ten previous consecutive trading days up to and including the Last Trading Day of approximately HK$0.512;
(iv) a discount of approximately 8.29% to the theoretical ex-rights price of approximately HK$0.410 per Share based on the closing price of HK$0.470 per Share as quoted on the Stock Exchange and the existing total number of issued Shares on the Last Trading Day;
(v) a premium of approximately 4.44% over the unaudited consolidated net asset value as at 30
June 2015 of approximately HK$0.360 per Share; and
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(vi) a premium of approximately 54.73% over the unaudited consolidated net asset value attributable to the Shareholders as at 30 June 2015 of approximately HK$0.243 per Share.
The Subscription Price was determined by the Company with reference to the market price of the Shares prior to and including the Last Trading Day. Each Qualifying Shareholder will be entitled to subscribe for the Rights Shares at the same Subscription Price in proportion to his/her/its shareholding held at 5:00 p.m. on the Record Date.
The Directors (excluding members of the Independent Board Committees whose opinion will be set forth in the circular of the Company after having been advised by the IFA) consider the terms of the Rights Issue, including the Subscription Price (and the discounts to the relative values as indicated above), to be fair and reasonable and to be in the interests of the Company and the Shareholders as a whole.

The Rights Shares (when allotted, issued and fully paid) will rank pari passu in all respects with the existing Shares in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid with a record date falling after the date of allotment and issue of the Rights Shares in their fully-paid form.

To qualify for the Rights Issue, a Qualifying Shareholder must be registered as a member of the Company on the Record Date. In order to be registered as members of the Company on the Record Date, all transfers of Shares (together with the relevant share certificate(s) or indemnities thereof) must be lodged with the Registrar, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong by not later than 4:30 p.m. on Monday, 5 October 2015. It is expected that the last day of dealings in the Shares on a cum-rights basis is Wednesday, 30 September 2015 and the Shares will be dealt with on an ex-rights basis from Friday, 2 October 2015.
The Company will despatch the Prospectus Documents to the Qualifying Shareholders on the
Posting Date.
The holders of the Share Options and the Convertible Bonds who wish to participate in the Rights Issue should exercise the Share Options and convert the Convertible Bonds in accordance with the terms and conditions of the Share Option Scheme and the Convertible Bonds, respectively, and be registered as holders of the Shares allotted and issued to them pursuant to such exercise with the Company as at 5:00 p.m. on the Record Date.

The Prospectus Documents will not be registered or filed under the applicable securities law of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below.
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The Board will make enquiry regarding the legal restrictions under the laws of the relevant overseas places and the requirements of the relevant regulatory body or stock exchange pursuant to Rule
13.36(2)(a) of the Listing Rules. If, after making such enquiry, the Board is of the opinion that it would be necessary or expedient not to offer the Rights Shares to any Overseas Shareholders, no offer of the Rights Shares will be made to such Overseas Shareholders. Accordingly, the Rights Issue will not be extended to the Excluded Shareholders.
Arrangements will be made for the Rights Shares, which would otherwise have been provisionally allotted to the Excluded Shareholders in nil-paid form, to be sold as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, of HK$100 or more will be paid pro rata (but rounded down to the nearest cent) to the relevant Excluded Shareholders in Hong Kong dollars. The Company will retain individual amounts of less than HK$100 for its own benefit.

The Company will not provisionally allot fractions of Rights Shares. All fractions of Rights Shares will be aggregated and sold in the market and, if a premium (net of expenses) can be achieved, the Company will keep the net proceeds for its own benefit. Any unsold fractions of Rights Shares will be available for excess application.

Qualifying Shareholders are entitled to apply for any unsold entitlements of the Excluded Shareholders, any unsold Rights Shares created by adding together fractions of the Rights Shares and any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders.
Application may be made by completing the Excess Application Form and lodging the same with a separate remittance for the excess Rights Shares. The Directors will allocate the excess Rights Shares at their discretion, but on a fair and equitable basis to Qualifying Shareholders who have applied for excess Rights Shares on the following principles:
(a) no preference will be given to applications to topping-up odd-lot holdings to whole-lot holdings as the giving of such preference may potentially be abused by certain investors by splitting their nil-paid Rights Shares and thereby receiving more Rights Shares than they would receive if such preference is not given, which is an unintended and undesirable result; and
(b) subject to the availability of excess Rights Shares, the excess Rights Shares will be allocated to Qualifying Shareholders who have applied for excess application on a pro rata basis on the excess Rights Shares applied by them.
In applying the principles under (a) and (b) above, reference will only be made to the number of excess Rights Shares applied for.
Please refer to the section headed "odd lot arrangement" for odd lot matching services.
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The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms. Nil-paid Rights Shares are expected to be traded in board lots of 2,000 (as the Shares are currently traded on the Stock Exchange in board lots of 2,000). No part of the securities of the Company in issue or for which listing or permission to deal is being or is proposed to be sought is listed or dealt in or on any other stock exchange.
Dealings in the Rights Shares (in both nil-paid and fully-paid forms) will be subject to the payment of stamp duty, Stock Exchange trading fee, SFC transaction levy and other applicable fees and charges in Hong Kong.

Subject to the fulfilment of the conditions of the Rights Issue as set out below, certificates for all fully-paid Rights Shares are expected to be sent by ordinary post on or before Thursday, 5
November 2015 to those persons who have validly accepted and, where applicable, applied for, and paid for the Rights Shares, at their own risk.
Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be sent by ordinary post on or before Thursday, 5 November 2015 to the applicants, at their own risk.

The Rights Issue is conditional upon the Underwriting Agreement becoming unconditional and not being terminated in accordance with the terms of the Underwriting Agreement. The conditions to the Underwriting Agreement are set out in the sub-section headed "Conditions of the Underwriting Agreement" below.
If the conditions of the Underwriting Agreement which include but not limited to, the granting of the Whitewash Waiver to HNA Group (International) and the Underwriter by the Executive, are not fulfilled, the Rights Issue will not proceed.

Subject to the granting of listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Rights Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter.
All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their licensed securities dealer(s) or other professional adviser(s) for details of those settlement arrangements and how such arrangements will affect their rights and interests.
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HNA Group (International), which as at the date of this announcement is interested in
1,109,244,000 Shares, representing approximately 27.24% of the existing issued Shares, has irrevocably undertaken to the Company that:
(a) HNA Group (International) shall not, within the period commencing on the date of the Underwriting Agreement and ending on the Settlement Date, transfer or otherwise dispose of, or create any right in respect of, any Shares held by or in which HNA Group (International) is beneficially interested;
(b) HNA Group (International) shall take up or cause the Underwriter to take up the Rights Shares provisionally allotted to HNA Group (International) (the "Undertaken Shares") as its assured entitlements under the Rights Issue in accordance with the Prospectus Documents by no later than 4:00 p.m. on the Latest Acceptance Date; and
(c) HNA Group (International) agrees to transfer to the Underwriter and the Underwriter irrevocably and unconditionally undertakes to the Company to take up, before 4:00 p.m. on the Latest Acceptance Date, from HNA Group (International) the nil-paid Undertaken Shares in accordance with the Prospectus Documents at a consideration per nil-paid Rights Share of an amount equal to the average closing price of each nil-paid Rights Share quoted on the Stock Exchange on all days of dealing before (and excluding) the last trading day of dealing of the nil-paid Rights Shares, and the Underwriter undertakes to the Company to pay or cause to be paid to the Company the aggregate Subscription Price for such Undertaken Shares. HNA Group (International) and the Underwriter agree that any stamp duty or transfer tax payable in respect of the transfer of the nil-paid Undertaken Shares shall be borne by HNA Group (International) and the Underwriter in equal share (the "Nil-paid Transfer Arrangement").

Date: 29 August 2015
Underwriter: Hong Kong HNA Holding Group Co. Limited, a company incorporated in Hong Kong with limited liability, which is a wholly-owned subsidiary of HNA Group and hence an associate of HNA Group (International)
Number of
Underwritten Shares:
Up to 5,891,515,425 Rights Shares, being the total number of
Rights Shares under the Rights Issue excluding 1,996,639,200
Rights Shares undertaken to be subscribed by HNA Group (International) and the Underwriter pursuant to the irrevocable undertakings mentioned under the section headed "Irrevocable Undert akings by HN A Group (Interna tional) and the Underwriter".
Underwriting
commission or fees:
Nil
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