JINGRUI HOLDINGS LIMITED *

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1 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. JINGRUI HOLDINGS LIMITED * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01862) VOLUNTARY ANNOUNCEMENT MEMORANDUM OF UNDERSTANDING IN RELATION TO THE PROPOSED ACQUISITION This is a voluntary announcement made by the Company. The Board is pleased to announce that on 13 February 2017 (after trading hours), Jingrui Properties (Group), a wholly owned subsidiary of the Company (as the Purchaser), entered into the non-legally binding memorandum of understanding with HLGE (as the Seller) in relation to the potential acquisition of all the issued shares in the capital of LKNII, which in turns holds (i) the entire equity interests in Shanghai Hutai and (ii) 60% equity interest in Qingdao Copthorne Hotel. Pursuant to the MOU, Jingrui Properties (Group) shall pay the Earnest Money of RMB20,000,000 to HLGE. LISTING RULES IMPLICATIONS The entering into the MOU and the payment of the Earnest Money under the MOU do not constitute any notifiable transaction of the Company under Chapter 14 of the Listing Rules. Shareholders of the Company and/or potential investors should note that the MOU may or may not lead to the entering into of the Formal Agreement and the Proposed Acquisition may or may not materialize. The Proposed Acquisition, if materialized, may constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. Further announcement will be made by the Company in accordance with the Listing Rules as and when appropriate. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company. This is a voluntary announcement made by the Company. The Board is pleased to announce that on 13 February 2017 (after trading hours), Jingrui Properties (Group), a wholly owned subsidiary of the Company (as the purchaser), entered into the MOU with HLGE (as the seller) in relation to the Proposed Acquisition. 1

2 THE MOU The principal terms of the MOU are summarized below. Date 13 February 2017 Parties Seller: Purchaser: HLGE, the legal and beneficial owner of all the issued shares in the capital of LKNII as at the date of this announcement. HLGE is a limited liability company incorporated and domiciled in Singapore and is listed on the Singapore Exchange Securities Trading Limited (Stock Code: AVX). The principal activities of HLGE and its subsidiaries are property investment and development, hotel management and consultancy and operations of hotels and serviced apartments. Jingrui Properties (Group), a wholly owned subsidiary of the Company established in the PRC. Target: LKNII, holding (i) the entire equity interests in Shanghai Hutai and (ii) 60% equity interest in Qingdao Copthorne Hotel as at the date of this announcement. LKNII is a wholly owned subsidiary of HLGE and its principal activity is investment holding. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, each of HLGE, LKNII, Shanghai Hutai, Qingdao Copthorne Hotel and their respective ultimate substantial beneficial owners as publicly disclosed by HLGE are Independent Third Parties. Subject matter Pursuant to the MOU, it is proposed that Jingrui Properties (Group) shall acquire from HLGE all the issued shares in the capital of LKNII, comprising 15,493,000 ordinary shares and 13,000,000 preference shares. As at the date of this announcement, LKNII holds (i) the entire equity interests in Shanghai Hutai and (ii) 60% equity interest in Qingdao Copthorne Hotel. Shanghai Hutai was established in November 1992 in the PRC to invest in, construct and manage a serviced apartment building now known as Elite Residences Shanghai ( ) located in Changning District, Shanghai, the PRC, which has 106 refurbished apartment units. As at the date of this announcement, Shanghai Hutai has a registered capital of approximately RMB79.5 million. 2

3 Qingdao Copthorne Hotel was established by LKNII and CAAC in 1994 as a joint venture company to jointly invest in, construct and manage a hotel, which is now known as Copthorne Hotel Qingdao ( ) located in the central business district of Qingdao, PRC, which consists of a tower block, a convention centre and has 455 guestrooms and suites. As at the date of this announcement, Qingdao Copthorne Hotel has a registered capital of approximately RMB217.4 million, of which 60% is held by LKNII and 40% is held by CAAC. The Parties agree that prior to completion of the Proposed Acquisition, LKNII may proceed with the listing of its 60% equity interest in Qingdao Copthorne Hotel on the SUAEE, together with the listing of CAAC s 40% equity interest in Qingdao Copthorne Hotel, for sale by way of public tender on SUAEE. Consideration The indicative aggregate consideration for the Proposed Acquisition is tentatively determined to be approximately RMB550,000,000, of which RMB20,000,000 of such consideration shall be paid into LKNII s bank account for the repayment of certain debts of Qingdao Copthorne Hotel, other than the Bank Loan and the Shareholder s Loan. The consideration is payable by Jingrui Properties (Group) to HLGE upon satisfaction of certain conditions to be set out in the Formal Agreement, including among others, the completion of not less than 85% of a restructuring of certain aspects of the operations of Qingdao Copthorne Hotel on terms to be agreed between the Parties), subject to the retention of the sum of RMB20,000,000 which shall be paid by Jingrui Properties (Group) into an escrow account on the date of completion of the Proposed Acquisition. The terms for the release of the retention amount of RMB20,000,000 shall be set out in the Formal Agreement. In addition to the consideration, Jingrui Properties (Group) shall arrange to settle the outstanding Bank Loan on the date of completion of the Proposed Acquisition and take over the outstanding Shareholder s Loan. The final consideration for the Proposed Acquisition is subject to further negotiation between the Parties, and such final consideration and its payment terms will be determined in the Formal Agreement. Earnest Money Pursuant to the MOU, Jingrui Properties (Group) shall pay the Earnest Money of RMB20,000,000 to HLGE. Pursuant to the MOU, HLGE shall within five (5) days from the date of the MOU opened a bank account which shall be jointly operated by Jingrui Properties (Group) and HLGE. Jingrui Properties (Group) shall pay the Earnest Money in full to such jointly controlled bank account within ten (10) business days from the date on which such jointly controlled bank account is opened. Should the Parties fail to enter into the Formal Agreement for the Proposed Acquisition within the Exclusivity Period, the Earnest Money shall be refunded without interest within three (3) business days after the termination of the MOU upon the expiry of the Exclusivity Period. In the event that the Formal Agreement is being entered into, the Earnest Money is agreed to be applied as part of the consideration for the Proposed Acquisition under the Formal Agreement. 3

4 Pre-completion matters The MOU contemplates, among others, that prior to the completion of the Proposed Acquisition, a restructuring of certain aspects of the operations of Qingdao Copthorne Hotel on terms to be agreed between the Parties shall be undertaken by Qingdao Copthorne Hotel by 30 June In addition, pursuant to the MOU, in the event that the Formal Agreement materializes, Jingrui Properties (Group) shall agree to bear a restructuring costs of up to RMB12,000,000 in connection with such restructuring. Any costs of such restructuring in excess of RMB12,000,000 shall be borne by HLGE. If completion of not less than 85% of such restructuring is not achieved by 30 June 2017, the Parties shall negotiate as to whether the Proposed Acquisition should be cancelled or the terms on which it should be continued. In the event that the Parties fail to reach an agreement by 31 July 2017 on how the transaction should be amended and proceeded with, either Party shall be entitled to terminate the transaction and neither Party shall be liable to the other in any way. If Jingrui Properties (Group) elects to terminate the transaction, all amounts which Jingrui Properties (Group) had paid to HLGE shall be returned to Jingrui Properties (Group) within seven (7) business days, together with all interest accrued thereon. In addition, the MOU also contemplates that a restructuring of certain aspects of the operations of Shanghai Hutai on terms to be agreed between the Parties shall be undertaken by Shanghai Hutai prior to the completion of the Proposed Acquisition. The costs of such restructuring shall be borne by HLGE. Exclusivity Period During the Exclusivity Period, being the period commencing from the date of the MOU and ending on 28 February 2017 or such other date as may be agreed by the Parties in writing, HLGE or any of its affiliates shall not carry out any discussion or negotiation with any other third party in respect of the transfer of the issued shares in the capital of LKNII or the equity interests held by LKNII in Shanghai Hutai. Termination The MOU is intended to provide a framework and basis for the negotiation of the terms and conditions of the Proposed Acquisition and the Formal Agreement. Save for certain clauses regarding, inter alia, the payment and refund of the Earnest Money, the Exclusivity Period, confidentiality and the termination and amendment of the MOU, which shall be legally binding, the MOU is not intended to be legally binding and shall not constitute the entire legal agreement or commitment between the Parties on the Proposed Acquisition. In the event that the Parties fail to reach an agreement on the terms of the Formal Agreement and the Formal Agreement for the Proposed Acquisition is not executed by the Long Stop Date, the MOU shall be terminated forthwith and all the obligations of Jingrui Properties (Group) and HLGE shall cease, save for the refund of the Earnest Money to Jingrui Properties (Group). REASONS FOR THE PROPOSED ACQUISITION The Group is principally engaged in the property development business in the Yangtze River Delta region and the Acquisition is conducted in the ordinary and usual course of business of the Group. 4

5 The Directors consider that the Proposed Acquisition, if materializes, represents a good opportunity for the Group to diversify its business and broaden income sources of the Group. In particular, the Elite Residences Shanghai operated by Shanghai Hutai is a high quality residential development located at the core area of Shanghai s inner ring, which the Company considers that have laid a solid foundation for its operations and would contribute to further raising the potential for growth. On the other hand, the Qingdao Copthorne Hotel is located in Qingdao s city center and the Company believes that its asset value will be further enhanced through better asset management and integration by the Company after completion. The Proposed Acquisition is consistent with the Company s development strategy to continue to focus on and deepen the operations in core targeted cities while striving to reform by making ventures and expansion in its asset management business. Accordingly, the Company considers that the acquisition of both the Elite Residences Shanghai and Qingdao Copthorne Hotel as a packaged deal through the acquisition of the entire equity interest in LKNII under the Proposed Acquisition is beneficial to the Group as it would expand the number of properties held by the Group in core targeted cities and broaden income sources of the Group from related asset management business. The terms of the MOU were arrived at after arm s length negotiations between Jingrui Properties (Group) and HLGE. The payment of the Earnest Money will be funded by internal resources of the Company. The Directors are of the view that the terms of the MOU are in normal commercial terms and fair and reasonable and the Proposed Acquisition is in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS The entering into the MOU and the payment of the Earnest Money under the MOU do not constitute any notifiable transaction of the Company under Chapter 14 of the Listing Rules. No binding agreement in relation to the Proposed Acquisition has been entered into by the Parties as at the date of this announcement. If the Parties proceed with the Proposed Acquisition, the Parties will enter into the Formal Agreement in respect of the Proposed Acquisition. Shareholders of the Company and/or potential investors should note that the MOU may or may not lead to the entering into of the Formal Agreement and the Proposed Acquisition may or may not materialize. The Proposed Acquisition, if materialized, may constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. Further announcement will be made by the Company in accordance with the Listing Rules as and when appropriate. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company. 5

6 DEFINITIONS In this announcement, the following expressions have the following meanings, unless the context requires otherwise: Bank Loan Board CAAC China or PRC Company connected persons Director(s) Earnest Money Exclusivity Period Formal Agreement Group HLGE or Seller the bank loan of approximately RMB146,700,000 owing by Qingdao Copthorne Hotel to a commercial bank the board of Directors the Civil Aviation Administration of China East China Regional Administration Authority Service Center ( ), an Independent Third Party, which holds 40% of the equity interest in Qingdao Copthorne Hotel as at the date of this announcement the People s Republic of China, for the purpose of this announcement, excluding Hong Kong, Macau Special Administrative Region and Taiwan area Jingrui Holdings Limited ( *), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange has the meaning ascribed to it under the Listing Rules the director(s) of the Company the earnest money of RMB20,000,000 to be paid by Jingrui Properties (Group) to HLGE pursuant to the terms of the MOU the period commencing from the date of the MOU and ending on 28 February 2017 or such other date as may be agreed by the Parties in writing, during which HLGE or any of its affiliates shall not carry out any discussion or negotiation with any other third party in respect of the transfer of the issued shares in the capital of LKNII or the equity interests held by LKNII in Shanghai Hutai the formal sale and purchase agreement proposed to be entered into between Jingrui Properties (Group), HLGE and LKNII setting forth in detail the terms, provisions and conditions for the Proposed Acquisition the Company and its subsidiaries HL Global Enterprises Limited, a limited liability company incorporated and domiciled in Singapore and is listed on the Singapore Exchange Securities Trading Limited (Stock Code: AVX), the legal and beneficial owner of all the issued shares in the capital of LKNII as at the date of this announcement, and an Independent Third Party 6

7 Hong Kong Independent Third Party(ies) Jingrui Properties (Group) or Purchaser Listing Rules LKNII or Target Long Stop Date MOU Parties Proposed Acquisition Qingdao Copthorne Hotel RMB Shanghai Hutai Shareholder s Loan the Hong Kong Special Administrative Region of the PRC an individual(s) or a company(ies) who or which is (are) independent of the Company and its connected persons Jingrui Properties (Group) Co., Ltd.* ( ), a limited liability company established under the laws of the PRC and a wholly owned subsidiary of the Company the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time LKN Investment International Pte Ltd ( ), a limited liability company incorporated in Singapore and a wholly owned subsidiary of HLGE as at the date of this announcement, which holds (i) the entire equity interests in Shanghai Hutai and (ii) 60% equity interest in Qingdao Copthorne Hotel as at the date of this announcement, and an Independent Third Party 28 February 2017 or such other date as may be agreed by the Parties in writing the non-legally binding memorandum of understanding entered into between Jingrui Properties (Group), HLGE and LKNII in relation to the Proposed Acquisition Jingrui Properties (Group) and HLGE the potential acquisition of all the issued shares in the capital of LKNII, which in turns holds (i) the entire equity interests in Shanghai Hutai and (ii) 60% equity interest in Qingdao Copthorne Hotel Copthorne Hotel Qingdao Co., Ltd. ( ), a limited liability company established in the PRC, which is owned by LKNII as to 60% and by CAAC as to 40% as at the date of this announcement, and an Independent Third Party Renminbi, the lawful currency of the PRC Shanghai Hutai Real Estate Development Co., Ltd. ( ), a limited liability company incorporated in the PRC, which is wholly owned by LKNII as at the date of this announcement, and an Independent Third Party the shareholder s loan of RMB20,400,000 owing by Qingdao Copthorne Hotel to LKNII 7

8 Stock Exchange SUAEE The Stock Exchange of Hong Kong Limited Shanghai United Assets and Equity Exchange ( ) % per cent. The Chinese name of the entities incorporated in the PRC is the official name and the English name is the translation for identification purpose only. Hong Kong, 13 February 2017 By Order of the Board Jingrui Holdings Limited Yan Hao Chen Xin Ge Co-chairmen As at the date of this announcement, the Board of Directors of the Company comprises Yan Hao, Chen Xin Ge, Yang Tie Jun and Xu Chao Hui, as executive Directors; Han Jiong, Qian Shi Zheng and Lo Wing Yan William, as independent non-executive Directors. * For identification purpose only 8