Huarong Investment Stock : DISCLOSEABLE TRANSACTION - SUBSCRIPTION OF SECURED CONVERTIBLE BONDS ISSUED BY FREEMAN FINTECH CORPORATION LIMITED

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)

On 24 August 2017 (after trading hours), the Subscriber and the Issuer entered into the Subscription Agreement, pursuant to which the Subscriber has conditionally agreed to subscribe and the Issuer has conditionally agreed to issue the Convertible Bonds in the principal amount of HK$437,000,000, which entitle the Convertible Bonds Holder(s) to convert into 1,028,235,294 Conversion Shares at the initial Conversion Price (subject to adjustment) of HK$0.425 per Share upon full exercise of the conversion rights attached to the Convertible Bonds.

As one or more of the applicable percentage ratios under Chapter 14 of the Listing Rules in respect of the transaction contemplated under the Subscription Agreement exceeds 5% and is below 25%, the transaction constitutes a discloseable transaction for the Company and is only subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratios under Chapter 14 of the Listing Rules in relation to the Conversion, should all the conversion rights attached to the Convertible Bonds be exercised, exceeds 5% and is below 25%, the Conversion would constitute a discloseable transaction for the Company and only subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

Pursuant to the Subscription Agreement, the Issuer has conditionally agreed to issue, and the Subscriber has conditionally agreed to subscribe for, the Convertible Bonds. Details of the Subscription Agreement are set out below:

(ii) the Subscriber.

HK$437,000,000, which entitle the Convertible Bonds Holder(s) to convert into 1,028,235,294 Conversion Shares at the initial Conversion Price (subject to adjustment) of HK$0.425 per Share upon full exercise of the conversion rights attached to the Convertible Bonds.

The Group will fund the subscription price by its internal resources.

Closing of the Subscription is conditional upon:-

1. on the date of the Subscription Agreement and the Issue Date: (a) the representations, warranties, agreements and undertakings of the Issuer in the Subscription Agreement being true and correct in all material respects at, and as if made on, the Issue Date; and (b) the Issuer having performed all of its obligations under the Subscription Agreement to be performed on or before the Issue Date; and (c) there having been delivered to the Subscriber a certificate dated the Issue Date and signed by an authorised signatory of the Issuer to such effect;

2. no event of default is continuing or would result from the issuance of the Convertible Bonds by the Issuer to the Subscriber;

3. after the date of the Subscription Agreement up to and at the Issue Date, there shall not have occurred any change (nor any development or event involving a prospective change) which is materially adverse to the condition (financial or other), results of operations or general affairs of the Issuer or the Issuer's subsidiaries;

4. the listing committee of the Stock Exchange having granted approval to the listing of, and the permission to deal in, the Conversion Shares;

5. as of the Issue Date, each Transaction Document having been duly executed and remaining in full force and effect;

6. as of the Issue Date, all conditions precedent under each Transaction Document other than the Subscription Agreement having been satisfied;

7. all corporate and other proceedings by the Issuer in connection with the transactions to be completed at the closing and all documents incident thereto with respect to the Subscription Agreement and the other Transaction Documents and the transactions contemplated thereby having been completed;

8. the security and the Security Documents having been duly registered with the government authority pursuant to the applicable laws;

9. the obtaining of all consent from government or regulatory authorities or third parties which are necessary in connection with the execution and performance of the Subscription Agreement and any of the transaction contemplated thereunder; and

10. the Board having approved the transactions contemplated under the Transaction Documents.

The Subscriber may at any time and upon such terms as the Subscriber thinks fit waive compliance with any of the conditions above (other than condition (iv)) by notice in writing to the Issuer. If the conditions above are not either waived or satisfied by 30 September 2017 (or such later date as may be agreed by the Subscriber and the Issuer), the parties' obligations under the Subscription Agreement shall automatically terminate and no party shall have any claim against the other for costs, damages, compensation or otherwise, save for any claim in respect of antecedent breaches and the liability of the Issuer for the payment of expenses as provided in the Subscription Agreement.

Closing of the Subscription shall take place on the third (3rd) business day after, and excluding, the date upon which the conditions precedent under the Subscription Agreement have been satisfied, or such other date as the Issuer and the Subscriber may agree in writing.

Principal Amount An aggregate principal amount of HK$437,000,000.

Issue Price 100% of the principal amount of the Convertible Bonds.

Form of the

Convertible Bonds and Denomination

In registered form in the denomination of HK$43,700,000 each.

Interest Rate 4% per annum payable semi-annually in arrears.

Maturity Date (the ''Maturity Date'')

The date falling on the second (2nd) anniversary of the Issue Date (the "Initial Maturity Date"), provided that the Issuer may designate, with the passing of an extraordinary resolution or a written resolution by the Convertible Bonds Holder(s), (i) the third (3rd) anniversary of the Issue Date (the "Updated Maturity Date") as the Maturity Date by written notice to the Convertible Bonds Holder(s) at least thirty (30) days before the Initial Maturity Date, and (ii) the fourth (4th) anniversary of the Issue Date as the Maturity Date by written notice to the Convertible Bonds Holder(s) at least thirty (30) days before the Updated Maturity Date (the "Further Updated Maturity Date"), in each case if such date is not a business day, the business day immediately following such date.

Status The Convertible Bonds shall constitute direct, senior, unsubordinated, unconditional and secured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves.