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MIN XIN HOLDINGS LIMITED

救 ᾉ 普 ⛀ 㚱 旸 ℔ ⎠

(Incorporated in Hong Kong with limited liability)

(Stock Code: 222)

VOLUNTARY ANNOUNCEMENT TERMINATION OF PROPOSED INVESTMENTS IN JOINT VENTURE COMPANIES

References are made to (i) the 2013 Announcement in relation to the proposed establishment of Fujian Changtai; and (ii) the 2014 Announcement in relation to the proposed investment in Fujian Xiangcheng.

TERMINATION OF INVESTMENT IN FUJIAN XIANGCHENG

As disclosed in the 2014 Announcement, Fujian Minxin entered into the 2014 Supplemental Joint Venture Agreement with certain joint venture parties on 13 January 2014 in relation to, among other things, the addition of Fujian Minxin as a new joint venture party of the Fujian Xiangcheng. Fujian Xiangcheng was intended to be principally engaged in the provision of micro credit and entrusted loans to small and medium enterprises in Xiangcheng, Zhangzhou City, Fujian Province.
Fujian Xiangcheng is considered as a sino-foreign joint venture given that Fujian Minxin is a wholly foreign-owned enterprise under the relevant PRC laws and the other joint venture parties are a local PRC governmental entity, companies established in the PRC or PRC residents.
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On 14 March 2014, the Fujian Provincial Government repealed a notice issued in 2004 which allowed PRC residents and foreign enterprises to enter into an agreement for the establishment of sino-foreign joint venture enterprises. As a result of such change, the intended shareholding structure of Fujian Xiangcheng would be non-compliant with the relevant PRC laws in view of the proposed shareholding of the PRC residents, and as a result Fujian Xiangcheng has not been able to obtain the approval from the Department of Commerce of Fujian Province and the Fujian Provincial Economic and Informational Technology Commission in the PRC.
Accordingly, Fujian Minxin and the other joint venture parties entered into the Supplemental Agreement on 13 November 2014 pursuant to which Fujian Minxin terminated its proposed investment in Fujian Xiangcheng, and a company established in the PRC replaced Fujian Minxin as a joint venture party of Fujian Xiangcheng. Fujian Minxin has not paid the preparation fee equivalent to 1% of its agreed contribution to the registered capital and the deposit equivalent to 10% of its agreed contribution to the registered capital of Fujian Xiangcheng in accordance with the requirements of the 2014 Supplemental Joint Venture Agreement.

PROPOSED TERMINATION OF INVESTMENT IN FUJIAN CHANGTAI

As disclosed in the 2013 Announcement, Fujian Minxin entered into the 2013 Joint Venture Agreement with certain joint venture parties on 10 October 2013 for the establishment of Fujian Changtai, which was intended to be principally engaged in the provision of micro credit and entrusted loans to small and medium enterprises in Changtai, Zhangzhou City, Fujian Province.
Fujian Changtai is considered as a sino-foreign joint venture given that Fujian Minxin is a wholly foreign-owned enterprise under the relevant PRC laws and the other joint venture parties are a local PRC governmental entity, companies established in the PRC or PRC residents.
For the same reason as mentioned in the termination of investment in Fujian Xiangcheng above, the intended shareholding structure of Fujian Changtai would be non-compliant with the relevant PRC laws in view of the proposed shareholding of the PRC residents, and as a result Fujian Changtai has not been able to obtain the approval from the Department of Commerce of Fujian Province and the Fujian Provincial Economic and Information Technology Commission in the PRC.
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Accordingly, it is intended that Fujian Minxin will terminate its proposed investment in Fujian Changtai such that Fujian Changtai shall cease to be a sino-foreign joint venture. Fujian Minxin has not paid the deposit equivalent to 10% of its contribution to the registered capital of Fujian Changtai in accordance with the requirements of the 2013 Joint Venture Agreement.
In the 2013 Announcement and the 2014 Announcement, it was mentioned that Fujian Xiangcheng and Fujian Changtai will be accounted for as available-for-sale financial assets in the financial statement of Fujian Minxin and the consolidated financial statements of the Group respectively. As the investments have not yet been made, the Directors are of the view that the termination of proposed investments in Fujian Xiangcheng and Fujian Changtai will not have any material adverse impact on the operation and financial position of the Group.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
"2013 Announcement" the announcement of the Company dated 10 October
2013 in relation to the proposed formation of Fujian
Changtai
"2014 Announcement" the announcement of the Company dated 13 January 2014 in relation to the proposed inv estment in Fujian Xiangcheng
"2013 Joint Venture
Agreement"
the joint venture agreement dated 10 October 2013 entered into amongst Fujian Minxin and certain joint venture parties in relation to the proposed establishment of Fujian Changtai, further details of which have been
disclosed in the 2013 Announcement
"2014 Supplemental Joint
Venture Agreement"
the supplemental joint venture agreement dated 13
January 2014 entered into amongst Fujian Minxin and certain joint venture parties in relation to the addition of Fujian Minxin as a new joint venture party of Fujian Xiangcheng, further details of which have been disclosed in the 2014 Announcement
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"Company" Min Xin Holdings Limited (Stock Code: 222), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited
"Director(s)" the director(s) of the Company
"Fujian Changtai" (Fujian Changtai Huaxing Micro Credit Co., Ltd.*), a joint stock limited liability company to be established in the PRC
"Fujian Minxin" l!i�19J (Fujian Minxin Investments Co., Ltd.), a compan y established in the PRC and a wholly-owned subsidiary of the Company
"Fujian Xiangcheng" (Fujian Zhangzhou Xiangcheng Huaxing Micro Credit Co., Ltd.*), a joint stock limited liability company to be established in the PRC
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Independent Third Party" an independent third party not connected with any of the
Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates
"PRC" the People's Republic of China, which for the purpose of this announcement excludes Hong Kong, Macao and Taiwan
"Supplemental Agreement" t h e supplemental joint venture agreement dated 13
November 2014 entered into amongst Fujian Minxin and the other joint v enture parties in relation to the termination of the proposed inv estment in Fujian Xiangcheng by Fujian Minxin and the replacement of Fujian Minxin as a shareholder of Fujian Xiangcheng
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"%" per cent
By Order of the Board

Min Xin Holdings Limited Liu Cheng

Executive Director and General Manager

Hong Kong, 26 November 2014

As at the date of this announcement, the Executive Directors of the Company are Messrs Weng Ruo Tong (Chairman), Wang Fei (Vice Chairman), Liu Cheng, Li Jin Hua and Zhang Rong Hui; and the Independent Non-Executive Directors are Messrs Ip Kai Ming, Sze Robert Tsai To and So Hop Shing.

* the relevant English name is only a transliteration of the Chinese name for reference only.

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