[Circulars] (1) CONTINUING CONNECTED TRANSACTIONS: SALES FRAMEWORK AGREEMENT; (2) PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE POST-IPO SHARE OPTION SCHEME; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chiho-Tiande Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

CHIHO-TIANDE GROUP LIMITED

齊 合 天 地 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 976)

1. CONTINUING CONNECTED TRANSACTIONS: SALES FRAMEWORK AGREEMENT;

2. PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE POST-IPO SHARE OPTION SCHEME;

   AND

3. NOTICE OF EXTRAORDINARY GENERAL MEETING

   Capitalised terms used in this cover page have the same meanings as those defined in this circular. A letter from the Board is set out on pages 5 to 15 of this circular.

   The notice convening the EGM to be held at 23/F., Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Friday, 17 February 2017 at 10: 00 a.m. is set out on pages 33 to 35 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to Computershare Hong Kong Investor Services Limited, the Company's branch share registrar and transfer office in Hong Kong of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjustment thereof should you so desire.

   27 January 2017

   Page

   DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

   LETTER FROM THE BOARD .. ....... ....... ........ ....... ........ ....... ....... 5

   LETTER FROM THE INDEPENDENT BOARD COMMITTEE 16

   LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 18

   APPENDIX - GENERAL INFORMATION 27

   NOTICE OF THE EGM 33

   ''Annual Caps'' the maximum aggregate annual values for the transactions contemplated under the Sales Framework Agreement

   ''associate'' has the meaning ascribed to it under the Listing Rules

   ''Board'' the board of Directors of the Company

   ''Company'' Chiho-Tiande Group Limited, a company incorporated in the Cayman Islands and whose Shares are listed on the Main Board of the Stock Exchange (Stock Code: 976)

   ''CME Group'' CME Group Inc., a company incorporated in the State of Delaware U.S., whose Class A common stock is listed on the NASDAQ Global Select Market under the symbol ''CME''

   ''COMEX'' Commodity Exchange, Inc. a designated contract market under CME Group in relation to metals trading

   ''connected person(s)'' has the meaning ascribed to it under the Listing Rules ''controlling shareholder'' has the meaning ascribed to it under the Listing Rules ''Director(s)'' the director(s) of the Company

   ''EGM'' the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, among other things, the Sales Framework Agreement and the transactions contemplated thereunder

   ''Group'' the Company and its current and future subsidiaries

   ''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

   ''Independent Board Committee''

   the independent committee of the Board, comprising all independent non-executive Directors, which has been appointed by the Board to advise the Independent Shareholders on the Sales Framework Agreement

   ''Independent Financial

   Adviser'' or ''Platinum Securities''

   Platinum Securities Company Limited, a corporation licensed to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, and the independent financial adviser to the Independent Board Committee and the Independent Shareholders with regard to the Sales Framework Agreement and the transactions contemplated thereunder

   ''Independent Shareholders'' Shareholders who are not required to abstain from voting at

   the EGM in respect of the Sales Framework Agreement and the transactions contemplated thereunder

   ''Latest Practicable Date'' 25 January 2017, being the latest practicable date prior to

   the printing of this circular for ascertaining certain information contained in this circular

   ''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

   ''Loncin International'' Loncin International Limited (隆鑫國際有限公司), a

   company incorporated in Hong Kong

   ''Loncin Group'' Loncin Group Co., Limited (隆鑫集團有限公司), a limited

   liability company established under the laws of the PRC

   ''Loncin Holdings'' Loncin Holdings Limited (隆鑫控股有限公司), a limited

   liability company established under the laws of the PRC

   ''LME'' London Metal Exchange

   ''Market Price'' means such price(s) that:

4. the party supplying the Products provides to independent third parties in the relevant market in respect of the same or similar Products;

5. independent third parties may obtain from other independent third parties in the relevant market in respect of the same or similar Products; or

6. as determined with reference to industry standards or practice for the same or similar Products in the relevant market

''members of the Group'' means the companies of the Group, or any one of them

''Mr. Tu'' Mr. Tu Jianhua, the chairman, an executive Director and a controlling shareholder of the Company

''Post-IPO Share Option Scheme''

the post-IPO share option scheme adopted by the Company on 23 June 2010

''PRC'' the People's Republic of China

''Pre-IPO Share Option Scheme''

the pre-IPO share option scheme adopted by the Company on 23 June 2010