China Development Bank Financial Leasing : DISCLOSEABLE TRANSACTION IN RELATION TO THE PURCHASE OF EIGHT VESSELS

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.

國銀金融租賃股份有限公司*

CHINA DEVELOPMENT BANK FINANCIAL LEASING CO., LTD.*

(A joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 1606)

DISCLOSEABLE TRANSACTION IN RELATION TO

THE PURCHASE OF EIGHT VESSELS

The Board hereby announces that 8 wholly-owned special purpose companies of the Company (as the Buyers) entered into the Vessel Purchase Agreement with the Seller on 30 April 2021 (after trading hours), pursuant to which, the Seller agreed to sell and the Buyers agreed to purchase the Vessels at a consideration of USD221,600,000 (equivalent to approximately RMB1,433,131,520).

Pursuant to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio of the transaction under the Vessel Purchase Agreement is over 5% but less than 25%, therefore, such transaction constitutes a discloseable transaction of the Company and is subject to the announcement requirement under Chapter 14 of the Listing Rules, but exempt from the shareholders' approval requirement.

VESSEL PURCHASE AGREEMENT

The Board hereby announces that 8 wholly-owned special purpose companies of the Company (as the Buyers) entered into the Vessel Purchase Agreement with the Seller on 30 April 2021 (after trading hours), pursuant to which, the Seller agreed to sell and the Buyers agreed to purchase the Vessels at a consideration of USD221,600,000 (equivalent to approximately RMB1,433,131,520).

• CHINA DEVELOPMENT BANK FINANCIAL LEASING CO., LTD. is (a) not an authorized institution within the meaning of the Banking Ordinance; (b) not authorized to carry on banking/deposit-taking business in Hong Kong; and (c) not subject to the supervision of the Hong Kong Monetary Authority.

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Details of the Vessel Purchase Agreement are summarized as follows:

Date

30 April 2021

Parties

"Buyers"

"Seller"

8 wholly-owned special purpose companies of the Company incorporated in Hong Kong, which are principally engaged in the vessel leasing business.

A company with limited liability incorporated in the PRC on 17 May 2007 and located in Jiangsu Province, the PRC, which is principally engaged in the manufacturing of floating device, vessel design and vessel building business, etc.

To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the Seller and its ultimate beneficial owners are all independent third parties of the Company and its connected persons (as defined in the Listing Rules).

Vessels

The Vessels are eight 80,000-ton bulk vessels with an aggregate carrying value of approximately USD221,600,000 (equivalent to approximately RMB1,433,131,520). The Seller will build the Vessels pursuant to the Vessel Purchase Agreement.

Consideration, Source of Funding and Delivery Terms

The Buyers agreed to purchase the Vessels from the Seller at a consideration of USD221,600,000 (equivalent to approximately RMB1,433,131,520), which will be calculated and payable in USD, using the Company's own funds and/or commercial bank loans. The consideration will be paid according to the agreed milestones in the building progress under the Vessel Purchase Agreement. The register of transfer will be completed at the date of delivery of Vessels.

The terms of the Vessel Purchase Agreement (including the consideration for the transaction) are determined by the Buyers and the Seller after arm's length negotiations with reference to the prevailing business practice and the financial position of the counter party.

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REASONS FOR AND BENEFITS OF ENTERING INTO THE VESSEL PURCHASE AGREEMENT

The Vessel Purchase Agreement is entered into by the Company during its ordinary and usual course of business. Entering into the Vessel Purchase Agreement with the Seller by the Buyers is beneficial to optimize the advantages of the parties and increase the market share of the Company in vessel market and is consistent with the Company's business development strategy.

The Directors are of the view that the terms under the Vessel Purchase Agreement are fair and reasonable and are in the interests of the Company and its shareholders as a whole.

INFORMATION OF PARTIES

Information of the Company

The Company is a company established in the PRC in 1984 and converted into a joint stock limited company on 28 September 2015. The principal business of the Company includes providing comprehensive leasing services to high-quality customers in fields including aviation, infrastructure, shipping, inclusive finance, new energy and high-end equipment manufacturing.

Information of the Buyers

The Buyers are 8 wholly-owned special purpose companies of the Company incorporated in Hong Kong, which are principally engaged in the vessel leasing business.

Information of the Seller

The Seller is a company with limited liability incorporated in the PRC on 17 May 2007 and located in Jiangsu Province, the PRC, which is principally engaged in the manufacturing of floating device, vessel design and vessel building business, etc.

LISTING RULES IMPLICATIONS

Pursuant to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio of the transaction under the Vessel Purchase Agreement is over 5% but less than 25%, therefore, such transaction constitutes a discloseable transaction of the Company and is subject to the announcement requirement under Chapter 14 of the Listing Rules, but exempt from the shareholders' approval requirement.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

"Buyers"

"Board"

"Company"

"Director(s)"

"Hong Kong"

"Listing Rules"

"RMB"

"Seller"

"Stock Exchange"

"USD"

CL Xiangxi Limited, CL Jiujiang Limited, CL Yichun Limited, CL Shangrao Limited, CL Xinyu Limited, CL Yingtan Limited, CL Loudi Limited and CL Jingdezhen Limited, all of which are incorporated in Hong Kong and are wholly-owned special purpose companies of the Company

the board of directors of the Company

China Development Bank Financial Leasing Co., Ltd. (國銀金融租賃股 份有限公司), a company established in the PRC in 1984 and converted

into a joint stock limited company on 28 September 2015, the H shares of which are listed on the Stock Exchange with stock code of 1606

the director(s) of the Company

the Hong Kong Special Administrative Region of the PRC

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

Renminbi, the lawful currency of the PRC

COSCO SHIPPING HEAVY INDUSTRY (YANGZHOU) CO., LTD. (揚州中遠海運重工有限公司), whose ultimate beneficial owner is the

State-owned Assets Supervision and Administration Commission of the State Council

The Stock Exchange of Hong Kong Limited

United States dollars, the lawful currency of the United States of America

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"Vessels"	eight 80,000-ton bulk vessels
"Vessel Purchase	the vessel purchase agreement in respect of the Vessels entered into
Agreement"	between the Buyers and the Seller on 30 April 2021
"%"	per cent

By order of the Board

CHINA DEVELOPMENT BANK FINANCIAL LEASING CO., LTD.

Wang Xuedong

Chairman

Shenzhen, the PRC

30 April 2021

As at the date of this announcement, the executive directors of the Company are Mr. WANG Xuedong, Mr. PENG Zhong and Mr. HUANG Min; the non-executive directors are Mr. LI Yingbao and Mr. WANG Bangyi; and the independent non-executive directors are Mr. ZHENG Xueding, Mr. XU Jin and Mr. ZHANG Xianchu.

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