China Saite : Announcements and Notices - Discloseable and Connected Transaction - Capital injection in Jiangsu Chenli Eco-technology Company Limited: (1) Extension of Long Stop Date; and (2) Further Update

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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 SAITE GROUP COMPANY LIMITED

中 國 賽 特 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 153)

DISCLOSEABLE AND CONNECTED

TRANSACTION - CAPITAL INJECTION IN JIANGSU CHENLI ECO-TECHNOLOGY COMPANY LIMITED:

1. EXTENSION OF LONG STOP DATE; AND

   
   

2. FURTHER UPDATE

Reference is made to the announcement of the Company dated 15 December 2015 (''Announcement'') in relation to the Capital Injection. Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcement.

1. EXTENSION OF LONG STOP DATE

   
   

   Pursuant to the Capital Injection Agreement, completion of the Capital Injection Agreement is conditional upon the fulfillment of the conditions precedent to the Capital Injection Agreement on or before 31 December 2015 (the ''Long Stop Date''). Since additional time is required for fulfillment of certain conditions precedent, on 25 January 2016, Jiangsu Saite, Mr. Xu and Ms. Lu entered into a supplemental agreement agreeing to extend the Long Stop Date to 31 May 2016.

   
   

   Save and except for the extension of the Long Stop Date as stated above, all other terms and conditions of the Capital Injection Agreement shall remain unchanged and continue in full force and effect.

2. FURTHER UPDATE

Further information in relation to the Capital Injection

Prior to the Caption Injection, Mr. Xu is a substantial shareholder, holding 54.26% equity interest in the Target Company. Upon completion of the Capital Injection, Mr. Xu will hold 26.48% equity interest in the Target Company.

Mr. Xu was appointed as an executive Director on 15 December 2015, and he was regarded as a controller of the Company under Rule 14A.28(1) of the Listing Rules. Following Mr. Xu's appointment as an executive Director, he has a material interest in the transaction. Mr. Xu did not vote on the board resolution in relation to the Capital Injection as Mr. Xu was not part of the Board at the voting for approval of the Capital Injection.

Listing Rules implications

Accordingly, pursuant to Rule 14A.28 of the Listing Rules, the Capital Injection constitutes a connected transaction for the Company. As the highest applicable percentage ratio in respect of the Capital Injection is more than 5% but less than 25%, the Capital Injection also constitutes a discloseable transaction for the Company, thus, the Capital Injection is subject to the reporting, announcement and independent shareholders' approval requirements under the Listing Rules.

Keen Luck Group Limited (''Keen Luck''), a controlling shareholder (as defined under the Listing Rules) of the Company, holds 1,020,000,000 shares in the Company (''Shares''), representing approximately 50.05% in the issued Shares, at the date of this announcement. Keen Luck was wholly-owned by Champ Origin Limited, which was in turn owned as to (i) 51% by Mr. Jiang Jianqiang (''Mr. Jiang''), founder of the Group, the chairman of the Board, an executive Director and one of the controlling shareholders of the Company; and (ii) 49% by Mr. Jiang Yixuan, the son of Mr. Jiang.

So far as the Company is aware, none of the Shareholders is materially interested in the Capital Injection and, as such, no Shareholder is required to abstain from voting if a general meeting of the Company was convened to approve the Capital Injection. Written approval by Keen Luck, which holds 1,020,000,000 Shares (representing approximately 50.05% in the issued Shares) at the date of this announcement, has been obtained by the Company for the purposes of approving the Capital Injection in lieu of an approval from the Shareholders at a Shareholders' meeting. Pursuant to Rule 14A.37 of the Listing Rules, an application has been made by the Company to the Stock Exchange for a waiver from the requirement for the Company to convene a Shareholders' meeting, on the basis that the Capital Injection has been approved by the written approval of a Shareholder.

The committee of the Board comprising Mr. Xu Jiaming, Mr. Chen Tiegang and Mr. Ma Chun Fung Horace, each being an independent non-executive Director, was formed to give recommendations to Shareholders who are not prohibited from voting under the Listing Rules to approve the Capital Injection (''Independent Shareholders'') on whether the terms of the Capital Injection are fair and reasonable (''Independent Board Committee'').

An independent financial adviser (the ''IFA'') to the Independent Board Committee and the Independent Shareholders in relation to the Capital Injection will be appointed to advise them in this regard. A circular (the ''Circular'') containing, among other things, (i) further details of the Capital Injection; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) the advice from the IFA to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the extraordinary general meeting of the Company to be held for considering and approving, if appropriate, the Capital Injection (if required), will be despatched to the Shareholders on or before 18 February 2016.

By Order of the Board

China Saite Group Company Limited JIANG Jianqiang

Chairman

Hong Kong, 25 January 2016

As at the date of this announcement, the executive Directors are Mr. JIANG Jianqiang, Mr. SHAO Xiaoqiang and Mr. Xu Fanghua; and the independent non-executive Directors are Mr. XU Jiaming, Mr. CHEN Tiegang and Mr. MA Chun Fung Horace.

* In this announcement, the English names of the PRC entities are translation of their Chinese names and included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.