Huarong Investment Stock : DISCLOSEABLE TRANSACTION - PROVISION OF FINANCIAL ASSISTANCE TO AN INDEPENDENT THIRD PARTY

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.

(Incorporated in the Cayman Islands with limited liability)

The Board is pleased to announce that on 19 September 2017, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender has agreed to lend to the Borrower a loan in the principal amount of HK$500,000,000 for a term of six months, which carries interest at an interest rate of 15% per annum and is secured by the Share Charge, the Personal Guarantee and the Bank Guarantee.

As one or more of the applicable percentage ratios as defined under the Listing Rules in respect of the Loan are more than 5% but less than 25%, the Loan constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements, but exempt from circular and independent shareholders' approval requirements under Chapter 14 of the Listing Rules.

The Board is pleased to announce that on 19 September 2017, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower.

The principal terms and conditions of the Loan Agreement are set out below:

1. a payment guarantee to be provided by the Bank Guarantor in respect of the Loan plus interest thereon calculated at 7% per annum (the "Bank Guarantee"); and

2. a personal guarantee provided by the Guarantor (the "Personal Guarantee")

The Loan will be made available for drawdown to the Borrower upon delivery of a drawdown notice by the Borrower and satisfactory of the conditions precedent as more particularly set out in the Loan Agreement, including without limitation, the following:

In relation to the conditions precedent of the Loan:

1. the legal adviser of the Lender having issued a legal opinion, to the Lender's reasonable satisfaction, in relation to, among others, the validity and enforceability of the relevant finance documents;

2. the Loan Agreement and all other documents required thereunder having been duly executed, including but not limited to the Share Charge, the Personal Guarantee, the Custodian Agreement and those documents in relation thereto; and

3. the legal adviser of the Lender having issued a legal opinion, to the Lender's reasonable satisfaction, in relation to, among others, the due incorporation of each of the corporate securing party (exclude the Bank Guarantor) which provides the relevant type of security or guarantee in favour of the Lender as security for all or any part of the Borrower's obligations under the Loan Agreement and/or the other finance documents.

There are also conditions subsequent of the Loan. The Borrower must within one month after the Drawdown Date:

1. deliver or cause to be delivered, to the Lender an original of the signed and issued Bank Guarantee (in the form and substance reasonably satisfactory to the Lender);

2. deliver or cause to be delivered, to the Lender a legal opinion (in the form and substance reasonably satisfactory to the Lender) in relation to the laws of Vietnam addressed to the Lender opining and confirming, among others, the validity and enforceability of the Bank Guarantee; and

3. complete all necessary registration and perfection requirements under the laws of the British Virgin Islands and other relevant jurisdictions for the validity and enforceability of the security documents.

The Loan Agreement contains other usual representations, warranties and undertakings given by the Borrower in favour of the Lender.

The Loan will be financed by the Group's internal resources.

The Borrower is a company incorporated in the British Virgin Islands with limited liability and principally engaged in investment holdings.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Borrower and the Bank Guarantor and their respective ultimate beneficial owner(s), as well as the Guarantor, is an Independent Third Party and is not connected with the Group.

The Lender is a company incorporated in the British Virgin Islands with limited liability and principally engaged in investment holdings. It is an indirect wholly-owned subsidiary of the Company.

The Group is principally engaged in the (i) direct investments; (ii) financial services and others; and (iii) foundation and substructure construction services.