Haitong Unitrust International Financial Leasing : DISCLOSEABLE AND CONNECTED TRANSACTIONS DISPOSAL OF PROPERTIES

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海通恆信國際融資租賃股份有限公司

Haitong Unitrust International Financial Leasing Co., Ltd.

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

(Stock code: 1905)

DISCLOSEABLE AND CONNECTED TRANSACTIONS

DISPOSAL OF PROPERTIES

SALE AND PURCHASE FRAMEWORK AGREEMENT AND THE DISPOSAL

The Board is pleased to announce that on March 30, 2021, the Company (as the seller) entered into the Sale and Purchase Framework Agreement with Haitong Securities (as the purchaser), pursuant to which the Company agreed to sell and Haitong Securities agreed to purchase the Properties at a total consideration of RMB1,435 million with a unit price of RMB89,529/square meter.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios calculated by reference to Chapter 14 of the Listing Rules in respect of the Disposal are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company and is subject to the notification and announcement requirements.

Haitong Securities, the ultimate Controlling Shareholder of the Company, is a connected person of the Company. Therefore, the Disposal constitutes connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio for the Disposal is higher than 5% but less than 25%, the Disposal is subject to reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

An independent board committee of the Company comprising all the independent non-executive Directors has been established to advise the Independent Shareholders as to whether the Sale and Purchase Framework Agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and its Shareholders as a whole, and to advise the Independent Shareholders as to how to vote at the General Meeting. Donvex Capital has been appointed as the independent financial adviser to provide advice and recommendation to the independent board committee of the Company and the Independent Shareholders in this respect.

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The General Meeting will be convened for the purpose of considering and, if thought fit, approving, among other things, the Sale and Purchase Framework Agreement and the transactions contemplated thereunder where related Shareholders and its associates shall abstain from voting on the resolution(s) approving the Sale and Purchase Framework Agreement and the transactions contemplated thereunder.

A circular containing, among other things, details of the Sale and Purchase Framework Agreement and the transactions contemplated thereunder and other information as required under the Listing Rules will be despatched to the Shareholders on or before April 21, 2021.

Shareholders and potential investors of the Company should note that completion of the transactions contemplated under the Sale and Purchase Framework Agreement are subject to the satisfaction of the conditions precedent therein. As the transactions may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

SALE AND PURCHASE FRAMEWORK AGREEMENT AND THE DISPOSAL

The Board is pleased to announce that on March 30, 2021, the Company (as the seller) entered into the Sale and Purchase Framework Agreement with Haitong Securities (as the purchaser), pursuant to which the Company agreed to sell and Haitong Securities agreed to purchase the Properties at a total consideration of RMB1,435 million with a unit price of RMB89,529/square meter.

The principal terms of the Sale and Purchase Framework Agreement are summarized below:

Date

March 30, 2021

Parties

1. the Company (the "Seller"); and
2. Haitong Securities (the "Purchaser"), the ultimate Controlling Shareholder of the Company and a connected person of the Company.

(collectively, the "Parties" and each a "Party")

Information about the Properties

Properties: An office building located at Block B1, No. 868 Zhongshannan Road, Shanghai, with a total gross floor area of 16,028.32 square meters.

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Consideration and basis of Consideration

The consideration of the Properties is RMB1,435 million (the "Consideration") and the unit price of the Properties is RMB89,529 per square meter. As agreed by the Seller and the Purchaser, the Consideration is a fixed amount and is not subject to any adjustment. The Seller and the Purchaser agreed to bear their respective taxes incurred in the transactions contemplated under the Sale and Purchase Framework Agreement according to the applicable laws and regulations.

The consideration was determined by arm's length negotiations between the Company and Haitong Securities with reference to the valuation of the Properties of RMB1,435 million as at December 31, 2020 conducted by an independent property valuer and with reference to factors such as the location, use and area of the Properties and the selling prices of comparable properties in the vicinity of the Properties.

Payment arrangement

The Seller and the Purchaser shall enter into series of standard transaction documents as required by Shanghai United Assets and Equity Exchange (上海聯合產權交易所) and other regulations

(the "Standard Transaction Documents") after entry into the Sale and Purchase Framework Agreement. The Consideration shall be paid by Haitong Securities in cash after entry into the Standard Transaction Documents.

Conditions Precedent

The Sale and Purchase Framework Agreement shall take effect upon satisfaction all of the following conditions precedent:

1. the execution of the Sale and Purchase Framework Agreement by the legal representative or authorized representative of each Party; and
2. the passing of resolution(s) by the Shareholders at the general meeting to be convened and held to approve the Sale and Purchase Framework Agreement and the transactions contemplated thereunder in accordance with the Listing Rules.

Delivery of the Properties

On the day when the Purchaser makes full payment of the Consideration (the "Payment Date") and in any event no later than one working day after the Payment Date, the Seller and the Purchaser shall make registration on title transfer of the Properties with the relevant authority and apply for a new title certificate in the name of the Purchaser (the "New Title Certificate").

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On the day when the Purchaser receives the New Title Certificate, the Seller shall deliver to the Purchaser the Properties on an "as-is" basis together with other ancillary documents. The Seller and the Purchaser shall sign a confirmation after completion of the above delivery. The execution date of the confirmation shall be considered as the delivery date of the Properties (the "Delivery Date"). Since the Delivery Date, risk of loss of the Properties has been passed from the Seller to the Purchaser.

As of the date of this announcement, there is a mortgage on the Properties. The Parties shall cooperate with each other on release of the mortgage.

FINANCIAL EFFECTS OF THE DISPOSAL AND PROPOSED USE OF PROCEEDS

The net book value of the Properties as at December 31, 2020 amounted to approximately RMB1,271 million. Based on the consideration of the Properties of RMB1,435 million and the associated estimated direct cost and other relevant expenses and taxes of the Disposal of approximately RMB134 million (excluding income tax), the Group is expected to record a gain before income tax on the Disposal of approximately RMB30 million. The net proceeds of approximately RMB1,301 million are intended to be used as the general working capital of the Group.

The exact amount of the gain on the Disposal will be recorded in the consolidated financial statements of the Group for the year 2021. It will be calculated based on the net book value of the Properties as at the date of the completion of the Disposal, net of any incidental expenses, and therefore may differ from the estimated amount of the gain set out above.

INFORMATION ON PARTIES

The Group is principally engaged in the provision of finance to its customers under finance lease arrangements, operating lease arrangements, factoring, the provision of advisory services and other services.

Haitong Securities is a joint stock limited company established in PRC, the H shares and A shares of which are listed on the Stock Exchange and Shanghai Stock Exchange, respectively. Haitong Securities mainly engage in wealth management, investment banking, assets management, trading for institutions and finance leasing business, which is the ultimate controlling shareholder of the Company.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Directors undertake strategic reviews of the Group's assets from time to time with a view to maximizing returns to the Shareholders. Taking into account of the current financial position and business operation of the Group, the Directors believe that it is currently a good opportunity for the Company to dispose the Properties at a reasonable price and the proceeds from the Disposal will enable the Group to re-allocate more financial resources on future potential investment opportunities and/or working capital of the Group.

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As of the date of this announcement, we have not yet moved to the Properties.

The Directors (excluding all the independent non-executive Directors, who will give their opinion based on the recommendations from the independent financial adviser) are of the view that the terms of the Sale and Purchase Framework Agreement, which have been agreed after arm's length negotiations, are on normal commercial terms or better and such terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios calculated by reference to Chapter 14 of the Listing Rules in respect of the Disposal are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction for the Company and is subject to the notification and announcement requirements.

Haitong Securities, the ultimate Controlling Shareholder of the Company, is a connected person of the Company. Therefore, the Disposal constitutes connected transactions of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio for the Disposal is higher than 5% but less than 25%, the Disposal is subject to reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

An independent board committee of the Company comprising all the independent non-executive Directors has been established to advise the Independent Shareholders as to whether the terms of the Sale and Purchase Framework Agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and its Shareholders as a whole, and to advise the Independent Shareholders as to how to vote at the General Meeting.

Donvex Capital has been appointed as the independent financial adviser to provide advice and recommendation to the independent board committee of the Company and the Independent Shareholders in this respect.

GENERAL

The General Meeting will be convened for the purpose of considering and, if thought fit, approving, among other things, the Sale and Purchase Framework Agreement and the transactions contemplated thereunder where related Shareholders and its associates shall abstain from voting on the resolution(s) approving the Sale and Purchase Framework Agreement and the transactions contemplated thereunder.

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A circular containing, among other things, details of the Sale and Purchase Framework Agreement and the transactions contemplated thereunder and other information as required under the Listing Rules will be despatched to the Shareholders on or before April 21, 2021.

Shareholders and potential investors of the Company should note that completion of the transactions contemplated under the Sale and Purchase Framework Agreement are subject to the satisfaction of the conditions precedent therein. As the transaction may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

"associate(s)"	has the meaning ascribed hereto in the Listing Rules
"Board"	the board of Directors of the Company
"Company"	Haitong Unitrust International Financial Leasing Co., Ltd. (海通
	恆信國際融資租賃股份有限公司), a company incorporated in the
	PRC with limited liability and listed on the Main Board of the Stock
	Exchange
"connected person"	has the meaning ascribed to it in the Listing Rules
"Controlling Shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	the directors of the Company
"Disposal"	the disposal of the Properties by the Seller to the Purchaser pursuant
	to the Sale and Purchase Framework Agreement
"Donvex Capital"	Donvex Capital Limited, a corporation licensed to carry on type
	6 (advising on corporate finance) regulated activities under the
	SFO, being the independent financial adviser appointed by the
	Company to advise the Independent Board Committee and the
	Independent Shareholders in respect of the to approve the Sale and
	Purchase Framework Agreement and the transactions contemplated
	thereunder

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"General Meeting"	the general meeting of the Company to be convened for the
	Independent Shareholders to consider and, if thought fit, approve
	the Sale and Purchase Framework Agreement and the transactions
	contemplated thereunder
"Group"	the Company and its subsidiaries
"Haitong Securities"	Haitong Securities Co., Ltd. (海通證券股份有限公司), a company
	incorporated in the PRC in August 1988, the H shares and A shares
	of which are listed on the Stock Exchange and Shanghai Stock
	Exchange, respectively, and the ultimate Controlling Shareholder of
	the Company
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Independent Shareholder(s)"	Shareholder(s) who are not required to abstain from voting at the
	General Meeting to approve the Sale and Purchase Framework
	Agreement and the transactions contemplated thereunder
"Listing Rules"	The Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended from time to time
"PRC"	the People's Republic of China (excluding, for the purposes of
	this announcement, Hong Kong, the Macau Special Administrative
	Region and Taiwan)
"Properties"	an office building located at Block B1, No. 868 Zhongshannan
	Road, Shanghai, with a total gross floor area of 16,028.32 square
	meters
"RMB"	Renminbi, the lawful currency of the PRC
"Sale and Purchase	the agreement entered into on March 30, 2021 between the Seller
Framework Agreement"	and the Purchaser with all annexes thereto, pursuant to which
	the Seller agreed to sell, and the Purchaser agreed to acquire the
	Properties at a consideration of RMB1,435 million
"Share(s)"	the ordinary share(s) of RMB1.00 each in the issued share capital of
	the Company
"Shareholder(s)"	shareholders of the Company

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"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent
	By order of the Board
	Haitong Unitrust International Financial Leasing Co., Ltd.
	DING Xueqing
	Chairman
Shanghai, the PRC
March 30, 2021

As at the date of this announcement, the Chairman and executive Director of the Company is Mr. DING Xueqing; the executive Director is Ms. ZHOU Jianli; the non-executive Directors are Mr. REN Peng, Ms. HA Erman, Mr. LI Chuan, Mr. WU Shukun and Mr. ZHANG Shaohua; and the independent non-executive Directors are Mr. JIANG Yulin, Mr. YAO Feng, Mr. ZENG Qingsheng, Mr. WU Yat Wai and Mr. YAN Lixin.

*   Unofficial English translation denotes for identification purposes only

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