CFCG China First Capital : INSIDE INFORMATION - FURTHER SALE OF SHARES IN G8 EDUCATION

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.

CHINA FIRST CAPITAL GROUP LIMITED ʕ਷࠯છණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1269)

INSIDE INFORMATION

FURTHER SALE OF SHARES IN G8 EDUCATION

This announcement is made by China First Capital Group Limited (the "Company") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to (i) the announcement of the Company dated 23 February 2017 (the "Announcement") in relation to, among other things, the formation and subscription of the New Trust; (ii) the clarification announcement of the Company dated 19 May 2017; (iii) the clarification announcement of the Company dated 22 May 2017; (iv) the clarification announcement of the Company dated 5 June 2017; and (v) the announcement of the Company dated 22 December 2017 in relation to the sale of shares of G8 Education (the "G8 Education Shares"). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

FURTHER SALE OF SHARES IN G8 EDUCATION

The Company announces that up to 29 December 2017, Investorlink as trustee for the New Trust has disposed a total of 8,650,435 shares of G8 Education (the "Disposal Shares" and each a "Disposal Share") in a series of transactions conducted on the Australian Securities Exchange at an average price of approximately AUD3.59 per Disposal Share for an aggregate gross sale proceeds of AUD31,084,105 (before deduction of the relevant transaction costs) (the "Disposal").

As the Disposal was made on the market, the Company and Investorlink as trustee for the New Trust are not aware of the identities of the purchasers of the Disposal Shares. Accordingly, to the best of the knowledge, information and belief of the Directors, each of the purchasers of the Disposal Shares and their ultimate beneficial owners is an Independent Third Party.

Assets disposed

The Disposal Shares represented approximately 1.93% the total issued G8 Education Shares (based on the 448,536,926 G8 Education Shares in issue as at 29 December 2017 according to publicly available information).

Consideration

The aggregate gross sale proceeds of the Disposal is AUD31,084,105 (before deduction of the relevant transaction costs), which is receivable in cash on settlement. The price for the Disposal represented the market price of the G8 Education Shares at the time of the Disposal.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Company is an investment holding company. Before 2014, the Group was mainly engaged in the automotive parts business. Since the end of 2014, the Group has started moving into the financial services business, providing services such as dealing in securities, underwriting and placing of securities, financing consultancy, merger and acquisition agency, financial advisory, asset management, private equity fund management, credit financing and migration financial services. From 2016, the Group continued to diversify its business by stepping up its efforts in the financial services business while developing its education operation business. It shifted its principal focus onto education operations and utilised its own diversified financial services units, intending to build a platform of operation, investment and financing in the education sector guided by its "Education Operation plus Financial Services" strategy thereby delivering a long-term stable cash flow and generating favourable investment returns for its Shareholders and partners.

As advised by Investorlink as trustee for the New Trust, the purpose of the Disposal is to fully repay the loans of the New Trust by using the sale proceeds in order to reduce its interest expenses. As a result of the Disposal, the New Trust is expected to recognise an unaudited loss of AUD1,182,826, representing approximately 3.52% of the initial subscription price of the Disposal Shares, which is calculated by the initial subscription price deducted by the sum of the dividends received and the aggregate gross sale proceeds of the Disposal Shares (exclusive of the relevant transaction costs).

The Disposal was made at market price. The Directors (including the independent non-executive Directors) are of the view that the Disposal was fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON G8 EDUCATION

G8 Education is a public listed company limited by shares, incorporated, and domiciled in Australia whose shares are listed on the Australian Securities Exchange under the ticker code GEM. G8 Education is a provider of care and education facilities across Australia and Singapore.

According to the published financial statements of G8 Education, (i) the net asset value of G8 Education was approximately AUD1,336,649,000 as at 30 June 2017; and (ii) its financial results for the two years ended 31 December 2015 and 2016 respectively are as follows:

For the year ended 31 December

2016	2015
AUD'000	AUD'000
(approximate)	(approximate)
Net profit before taxation	114,669	122,773
Net profit after taxation	80,265	88,581
GENERAL INFORMATION

The Disposal is made by Investorlink as trustee for the New Trust. As at the date of this announcement, (i) Investorlink as trustee for the New Trust owns 16,003,633 G8 Education Shares, representing approximately 3.57% of the total issued G8 Education Shares; and (ii) CFCG Australia owns 63,841,784 Units of the New Trust and is the manager of the New Trust.

By Order of the Board China First Capital Group Limited

Wilson Sea

Chairman and Executive Director

Hong Kong, 2 January 2018

As at the date of this announcement, the executive Directors are Mr. Wilson Sea, Mr. Tang Mingyang, Mr. Zhao Zhijun, Ms. Li Dan and Mr. Yan Haiting; the non-executive Director is Mr. Li Hua; and the independent non-executive Directors are Mr. Chu Kin Wang, Peleus, Mr. Li Zhiqiang and Mr. Chen Gang.