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.

Yadea Group Holdings Ltd.

ඩࠔණྠછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1585)

SUPPLEMENTAL ANNOUNCEMENT

DISCLOSEABLE TRANSACTIONS

SUBSCRIPTIONS OF WEALTH MANAGEMENT PRODUCTS

Reference is made to the announcement of Yadea Group Holdings Ltd. (the "Company") dated 6 April 2018 (the "Announcement") in relation to the Subscriptions of Wealth Management Products. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

As stated in the Announcement, the Company had subscribed for and redeemed the Wealth Management Products from time to time, through its wholly-owned subsidiaries. The Company would like to provide further information in respect of the Wealth Management Products as follows.

(1) The BOCOM Subscriptions

The Company, through Yadea Sales, Yadea Group and Yadea Import Export, had subscribed for the following wealth management products offered by BOCOM from time to time:

  • (i) "Yun Tong Wealth • Ri Zeng Li"* ("ᘾஷৌబ•˚ᄣл");

  • (ii) Type S of "Yun Tong Wealth • Ri Zeng Li"* ("ᘾஷৌబ•˚ᄣл" Sಛ); and

  • (iii) "Lin Hui Wealth • Hui De Li"* ("ჯිৌబ•ᅆ੻л").

On 3 January 2017, the Company, through Yadea Group, a wholly-owned subsidiary of the Company, subscribed for the BOCOM Products with a principal amount of RMB150.0 million. Pursuant to Rule 14.22 of the Listing Rules, as at least one of the applicable percentage ratios of such subscription, when aggregated with the outstanding balance of the BOCOM Subscriptions at the relevant time, exceeded 5% but was less than 25%, such aggregated subscription constituted a discloseable transaction which was subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

  • (2) The CMB Subscriptions

    The Company, through Yadea Sales, Yadea Group and Yadea Import Export, had subscribed for the CMB Products from time to time. On 25 July 2017, the Company, through Yadea Sales, a wholly-owned subsidiary of the Company, subscribed for the CMB Products with a principal amount of RMB100.0 million. Pursuant to Rule 14.22 of the Listing Rules, as at least one of the applicable percentage ratios of such subscription, when aggregated with the outstanding balance of the CMB Subscriptions at the relevant time, exceeded 5% but was less than 25%, such aggregated subscription constituted a discloseable transaction which was subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

  • (3) The NBCB Subscriptions

    The Company, through its wholly-owned subsidiaries, Yadea Sales, Yadea Group, Zhejiang Yadea and Guangdong Yadea Motorcycle, had subscribed for the following wealth management products offered by NBCB from time to time:

    • (i) "Ri Li Ying No. 2 (principal-protected)"* ("˚лޮ2໮(ڭ͉)");

    • (ii) "Smart Flexible Wealth Management No. 2"* ("౽ঐݺಂଣৌ2໮");

    • (iii) "Smart Fixed Wealth Management No. 16 (pledgeable)"* (" ౽ঐ֛ಂଣৌ 16໮€̙ ሯץ ");

    • (iv) "Term-selectable Wealth Management"* ("̙፯ಂࠢଣৌ");

    • (v) "Unit Structured Deposit Type Robust No. 870416"* ("ఊЗഐ࿴׌πಛᖢ਄ۨ 870416 ໮"); and

    • (vi) "An Xiang the Second Phase of 2017 Consumer Credit Transfers Property Rights Trust"* ("τԮ 2017 ϋୋɚಂऊ൬ڦ൲ݴᔷৌପᛆڦৄ"), which was created by Anhui Guoyuan Trust Company Limited* (τᏏ਷ʩڦϖϞࠢப΂ʮ̡), an independent third party.

    On 27 September 2017, the Company, through Yadea Sales, a wholly-owned subsidiary of the Company, subscribed for the NBCB Products with a principal amount of RMB103.0 million. Pursuant to Rule 14.22 of the Listing Rules, as at least one of the applicable percentage ratios of such subscription, when aggregated with the outstanding balance of the NBCB Subscriptions at the relevant time, exceeded 5% but was less than 25%, such aggregated subscription constituted a discloseable transaction which was subject to reporting and announcement requirements under Chapter 14 of the Listing

    Rules.

  • (4) The ABC Subscriptions

    The Company, through its wholly-owned subsidiaries, Yadea Sales, Yadea Group and Zhejiang Yadea, had subscribed for the following wealth management products offered by ABC from time to time:

    • (i) "Ben Li Feng Tian Tian Li"* ("͉лᔮ˂˂л"); and

    • (ii) "Ben Li Feng Bu Bu Gao"* ("͉лᔮӉӉ৷").

    On 18 August 2017, the Company, through Yadea Sales, a wholly-owned subsidiary of the Company, subscribed for the ABC Products with a principal amount of RMB80.0 million. Pursuant to Rule 14.22 of the Listing Rules, as at least one of the applicable percentage ratios of such subscription, when aggregated with the outstanding balance of the ABC Subscriptions, exceeded 5% but was less than 25%, such aggregated subscription constituted a discloseable transaction which was subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

  • (5) The CIB Subscriptions

    The Company, through its wholly-owned subsidiaries, Yadea Sales, Yadea Group and Jiangsu Yadea, had subscribed for the following wealth management products offered by CIB from time to time:

    • (i) "CIB Jin Xue Qiu • You Xian No. 2"* ("ጳุږ௛ଢ•Ꮄ΋ 2 ໮");

    • (ii) "Jin Xue Qiu • You Yue"* ("ږ௛ଢ•Ꮄࣀ"); and

    • (iii) Corporate finance structured deposits (Άุږፄഐ࿴׌πಛ).

    On 19 August 2016, the Company, through Yadea Sales, a wholly-owned subsidiary of the Company, subscribed for the CIB Products with a principal amount of RMB100.0 million. Pursuant to Rule 14.22 of the Listing Rules, as at least one of the applicable percentage ratios of such subscription, when aggregated with the outstanding balance of the CIB Subscriptions at the relevant time, exceeded 5% but was less than 25%, such aggregated subscription constituted a discloseable transaction which was subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

(6) The CITIC Subscriptions

The Company, through its wholly-owned subsidiaries, Yadea Sales, Yadea Group and Tianjing Industry, had subscribed for the structured deposits and "CITIC Wealth Management Gong Ying Bao Ben Tian Tian Kuai Che Type A RMB Wealth Management Product"* ("ʕڦଣৌʘ΍ᙊڭ͉˂˂ҞԓAಛɛ͏࿆ଣৌପۜ"), a wealth management product, offered by CITIC from time to time.

On 28 June 2016, the Company, through Yadea Group, a wholly-owned subsidiary of the Company, subscribed for the CITIC Products with a principal amount of RMB100.0 million. Pursuant to Rule 14.22 of the Listing Rules, as at least one of the applicable percentage ratios of such subscription, when aggregated with the outstanding balance of the CITIC Subscriptions at the relevant time, exceeded 5% but was less than 25%, such aggregated subscription constituted a discloseable transaction which was subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

THE CEB SUBSCRIPTIONS

During the period from 29 March 2017 to 22 March 2018, the Company, through Tianjing Industry and Yadea Group, had subscribed for certain structured deposits offered by China Everbright Bank Company Limited (ʕ਷ΈɽვБ) ("CEB") with a maximum balance during the said period of RMB300.0 million (the "CEB Subscriptions"). As at the date of the Announcement, the balance of structured deposits was RMB100.0 million.

Further details regarding the terms of such structured deposits offered by CEB are as follows:

Type of return

:

Principal and return guaranteed by CEB

Term of investment

:

25 days to 90 days

Expected annualised

:

4.30% to 4.65%

return rate

Repayment arrangement

:

CEB shall pay the relevant principal and the corresponding

of the principal

return to the Company in a lump sum upon withdrawal by the

and return

Company after the maturity date of the relevant subscription

Early termination

:

The Company does not have a right of early termination

CEB is a licensed bank established under the laws of the PRC, which is principally engaged in the provision of corporate and personal banking and other financial services in the PRC. To the best knowledge, information and belief of the Directors, having made all reasonable enquiry, CEB and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

On 10 July 2017, the Company, through Yadea Group, a wholly-owned subsidiary of the Company, subscribed for the structured deposits offered by CEB with a principal amount of RMB100.0 million. As the applicable percentage ratios in respect of the such subscription, when aggregated with the outstanding balance of the CEB Subscriptions at the relevant time, exceeded 5% but was less than 25%, such aggregated subscription constituted a discloseable transaction which was subject to reporting and announcement requirements under Chapter 14 of the Listing Rules.

IMPLICATIONS UNDER THE LISTING RULES

As the applicable percentage ratios in respect of each of the BOCOM Subscriptions, the CMB Subscriptions, the NBCB Subscriptions, the ABC Subscriptions, the CIB Subscriptions, the CITIC Subscriptions and the CEB Subscriptions, on an aggregated basis pursuant to Rule 14.22 of the Listing Rules, exceed 5% but are less than 25%, the BOCOM Subscriptions, the CMB Subscriptions, the NBCB Subscriptions, the ABC Subscriptions, the CIB Subscriptions, the CITIC Subscriptions and the CEB Subscriptions constitute discloseable transactions under Chapter 14 of the Listing Rules and are therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. Due to an inadvertent oversight, the Company did not timely comply with Chapter 14 of the Listing Rules in respect of the notification and announcement requirements. As disclosed in the Announcement, the Company has taken various measures and actions to prevent similar non compliance from occurring in the future.

By Order of the Board Yadea Group Holdings Ltd.

Dong Jinggui

Chairman

Hong Kong, 16 April 2018

As at the date of this announcement, Mr. Dong Jinggui, Ms. Qian Jinghong, Mr. Liu Yeming, Mr. Shi Rui and Mr. Shen Yu are the executive Directors; and Mr. Li Zongwei, Mr. Wu Biguang and Mr. Yao Naisheng are the independent non-executive Directors.

*

for identification purposes only

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Yadea Group Holdings Ltd. published this content on 16 April 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 April 2018 15:06:03 UTC