Shanghai Dasheng Agrcltr Fin Tech : Announcements and Notices - VOLUNTARY ANNOUNCEMENT IN RELATION TO THE ACQUISITION OF THE TARGET EQUITY INTEREST IN NANJING BAO ZE EQUITY INVESTMENT FUND CO., LIMITED

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(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1103) VOLUNTARY ANNOUNCEMENT IN RELATION TO THE ACQUISITION OF THE TARGET EQUITY INTEREST IN NANJING BAO ZE EQUITY INVESTMENT FUND CO., LIMITED*

This is a voluntary announcement made by the Company for keeping the Shareholders and the potential investors informed of the latest business development of the Company.

THE AGREEMENT

The Board is pleased to announce that on 5 January 2017 (after trading hours of the Stock Exchange), the Company entered into the Agreement with the Vendor, pursuant to which the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Target Equity Interest to the Company at the Consideration of RMB194,981,520 (equivalent to approximately HK$214,479,672) in cash.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisition do not exceed 5%, the Acquisition does not constitute a notifiable transaction for the Company pursuant to Chapter 14 of the Listing Rules.

This is a voluntary announcement made by the Company for keeping the Shareholders and the potential investors informed of the latest business development of the Company.

INTRODUCTION

The Board is pleased to announce that on 5 January 2017 (after trading hours of the Stock Exchange), the Company entered into the Agreement with the Vendor, pursuant to which the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Target Equity Interest to the Company at the Consideration of RMB194,981,520 (equivalent to approximately HK$214,479,672) in cash.

AGREEMENT

Set out below are the principal terms of the Agreement: Date : 5 January 2017

Vendor : 陳友利

Purchaser : the Company

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Vendor is an Independent Third Party.

Target Equity Interest to be acquired

The Target Equity Interest to be acquired represents approximately 35% equity interest of the Target Company. The Target Company in turn owns approximately 99.9975% equity interest of Qingjiang Cold Chain.

Consideration

The Consideration of the Acquisition is RMB194,981,520 (equivalent to approximately HK$214,479,672). As at the date of this announcement, the Company has paid RMB170,000,000 (equivalent to approximately HK$187,000,000) (the "Prepayment"), being part of the Consideration, as prepayment to the Vendor. The Consideration was arrived at after arm's length negotiations between the Company and the Vendor.

Subject to the conditions set out in the Agreement have been fulfilled and the Vendor has completed the Acquisition, the Company will pay the sum RMB24,981,520 (equivalent to approximately HK$27,479,672), being balance of the Consideration, to the Vendor within 7 Business Days from the date of receipt of the new share certificates for the Target Equity Interest.

Pursuant to the Agreement, Wen and Zhang irrevocably jointly and severally agreed to guarantee the performance of the Vendor of his obligations, including but not limited to transact the transfer of the Target Equity Interest, repayment of the Consideration and penalty under the Agreement. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Wen and Zhang are Independent Third Parties.

Based on the above, the Directors are of the view that the Consideration is fair and reasonable and the terms of the Agreement are on normal commercial terms and are fair and reasonable and that the entering into of the Agreement is in the interests of the Company and the Shareholders as a whole.

Completion

Pursuant to the Agreement, subject to the fulfillment (or waiver, as the case may be) of the conditions, set out in the Agreement the Completion shall take place upon the Vendor has completed the transfer of the Target Equity Interest, the issue of the new share certificates for the Target Equity Interest and the register of shareholders of the Target Company has been updated.

GENERAL INFORMATION ON THE VENDORS, QINGJIANG COLD CHAIN AND THE TARGET COMPANY

As advised by the Vendor, the Vendor, Wen and Zhang are businessmen and citizens in the PRC.

As advised by the Vendor, the Target Company is a company established in the PRC with limited liability and is principally engaged in non-securities equity investment activities and the respective consultation services. The Target Company owns approximately 99.9975% equity interest of Qingjiang Cold Chain.

As advised by the Vendor, Qingjiang Cold Chain is a company established in the PRC with limited liability and is principally engaged in, among others, frozen storage, cargo handling, E-commerce services and information consultation services.

REASONS FOR THE ACQUISITION

The Group is principally engaged in agricultural and petrochemical products supply chain services, road and bridge construction business and agricultural finance business.

The Board is of the view that the Acquisition will enable the Group to extend the scope of existing business vertically to cold chain logistics business and broaden the Group's revenue base. The participation of cold chain logistics business allows the Group to grasp the upstream and downstream logistics and cargo information for the Group to lay the foundation for the provision of future agricultural internet financial services. While adhering to the existing agricultural products supply chain business and agricultural internet finance business layout of the Group, the Acquisition is also in line with the long term development strategy of the Group.

Therefore, the Directors believe that entering into of the Agreement will provide an opportunity to the Group to provide a sustainable growth to the Company's assets and broaden the assets portfolio and income base of the Group, thus potentially greater return for the Shareholders.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Acquisition do not exceed 5%, the Acquisition does not constitute a notifiable transaction for the Company pursuant to Chapter 14 of the Listing Rules.

As the Completion is subject to the satisfaction and/or waiver, where applicable, of the conditions set out in the Agreement, the Acquisition may or may not proceed to Completion. Shareholders and potential investors of the Company should exercise caution when dealing in the shares or any securities of the Company. TERMS USED IN THIS ANNOUNCEMENT

In this announcement, unless the context otherwise requires, the following words and expressions shall have the meanings given to them as below:

"Acquisition" the acquisition in relation to the Target Equity Interest pursuant to

the terms and conditions of the Agreement

"Agreement" the conditional agreement dated 5 January 2017, including its amendments or replacement, entered into between the Vendor, Wen,

Zhang and the Company in relation to the Acquisition

"Board" the board of Directors

"Business Days" a calendar day (other than the statutory holiday)

"Completion" the completion of the Acquisition pursuant to the terms and

conditions of the Agreement

"connected person(s)" has the meaning ascribed to it under the Listing Rules "Consideration" the total consideration payable by the Company to the Vendor for

the Target Equity Interest, being RMB194,981,520 (equivalent to approximately HK$214,479,672)

"Director(s)" the director(s) of the Company