Dafeng Port Heshun Technology : Inside Information Memoranda of Understanding in Respect of Potential Acquisition and Connected Transaction

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.

Dafeng Port Heshun Technology Company Limited

大 豐 港 和 順 科 技 股 份 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8310)

INSIDE INFORMATION

MEMORANDA OF UNDERSTANDING IN RESPECT OF POTENTIAL ACQUISITION AND CONNECTED TRANSACTION

This announcement is made by the Company pursuant to Rule 17.10 of the GEM Listing Rules and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the SFO.

The Board wishes to announce that on 16 June 2017, 鹽城大豐和順國際貿易有限公司 (Yancheng Dafeng Heshun International Trading Company Limited*), which is a wholly owned subsidiary of the Company, entered into a memorandum of understanding with each of two companies in relation to the proposed acquisition of a PRC corporation, which engages in the business of the development and construction of the petrochemical wharf, industrial investment and port operation in the PRC.

As the Vendors are shareholders of Dafeng Port Overseas Investment Holdings Limited (大豐港海外投資控股有限公司), the controlling shareholder of the Company, the

Proposed Acquisition, if materialises, may constitute a notifiable and connected transaction for the Company under the GEM Listing Rules.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

This announcement is made by Dafeng Port Heshun Technology Company Limited (the ''Company'', and together with its subsidiaries, the ''Group'') pursuant to Rule 17.10 of the Rules Governing the Listing of Securities on the Growth Enterprise Market (''GEM'') of The Stock Exchange of Hong Kong Limited (the ''GEM Listing Rules'') and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong) (the ''SFO'').

The Board wishes to announce that on 16 June 2017, 鹽城大豐和順國際貿易有限公司

(Yancheng Dafeng Heshun International Trading Company Limited*) (the ''Purchaser''), which is a wholly owned subsidiary of the Company, entered into a memorandum of understanding (the ''MOU'') with each of two companies (the ''Vendors'') in relation to the proposed acquisition (the ''Proposed Acquisition'') of a PRC corporation (the ''Target Company''), which engages in the business of the development and construction of the petrochemical wharf, industrial investment and port operation in the PRC.

As the Vendors are shareholders of Dafeng Port Overseas Investment Holdings Limited (大

豐港海外投資控股有限公司), the controlling shareholder of the Company, the Proposed

Acquisition, if materialises, may constitute a notifiable and connected transaction for the Company under the GEM Listing Rules.

Under the MOU, the consideration, payment terms and the conditions to the Proposed Acquisition shall be negotiated between the parties and the Purchaser shall complete due diligence on the Target Company. Pursuant to the MOU, prior to completion of the Proposed Acquisition, the Target Company shall complete necessary reorganisation and have obtained all necessary permits, license for relevant assets, business and staff.

Pursuant to the MOU, the Vendors agreed that for a period from the date of the MOU until 31 December 2017 (the ''Exclusivity Period''), they shall not negotiate or enter into any agreement with any person or entity other than the Purchaser with respect to the Proposed Acquisition.

The MOU shall be effective from the date of signing and shall be automatically terminated on the Exclusivity Period. The MOU is non-legally binding other than the provisions relating to expenses, confidentiality, exclusivity, validity period and governing law.

It should be noted that neither the Company nor any of its subsidiaries has entered into any definitive agreement or agreed with the Vendors on any terms relating to the Proposed Acquisition. The Proposed Acquisition may or may not proceed. Accordingly, shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

The Company will make further announcement(s) in respect of the Proposed Acquisition as and when required under the GEM Listing Rules.

By order of the Board

Dafeng Port Heshun Technology Company Limited Ni Xiangrong

Chairman

Hong Kong, 16 June 2017

As at the date of this announcement, the Board comprises the following members:

Executive Directors Non-executive Directors

Independent Non-executive Directors

Mr. Ni Xiangrong (Chairman)

Mr. Wang Yijun Mr. Shum Kan Kim Mr. Yu Xingmin Mr. Pan Jian

Mr. Ji Longtao

Mr. Yang Yue Xia

Dr. Bian Zhaoxiang Mr. Lau Hon Kee Mr. Yu Xugang

Mr. Zhang Fangmao

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information concerning the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the ''Latest Company Announcements'' page of the GEM website at www.hkgem.com for at least seven days from the date of its posting and on the Company's website at www.dfport.com.hk.

* For identification purposes only.