Sheen Tai : Announcements and Notices - Voluntary Announcement Framework Agreement in Relation to the Possible Establishment of Industry Fund

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Sheen Tai Holdings Group Company Limited

順泰控股集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 01335) VOLUNTARY ANNOUNCEMENT FRAMEWORK AGREEMENT IN RELATION TO THE POSSIBLE ESTABLISHMENT OF INDUSTRY FUND INTRODUCTION

This is a voluntary announcement made by the Company.

The Board is pleased to announce that on 26 October 2016, the Company, Peixian Government and Guang He Hui Yun entered into the Framework Agreement in relation to the possible establishment of the Industry Fund.

THE FRAMEWORK AGREEMENT

The principal terms of the Framework Agreement are set out as follows:

Date

26 October 2016

Parties

1. the Company

2. Peixian Government

3. Guang He Hui Yun

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, all the counter-parties to the Framework Agreement and their ultimate beneficial owners are third parties independent of the Company and its connected persons.

Proposed Capital Commitment of the Industry Fund

The total proposed capital commitment of the Industry Fund shall be RMB730,000,000, among which the amount proposed to be contributed by the Group is expected to be not be less than RMB75,000,000 (the "Possible Investment").

Proposed Investment Focus of the Industry Fund

The proposed investment focus of the Industry Fund shall include (1) large data centres (大型 數據中心 ); (2) information technology solutions (信息技術解決方案 ); (3) intelligent elderly care project (智慧養老 ); (4) intelligent education project (智慧教育 ); (5) intelligent public transport project (智慧公交 ); (6) exhibition hall construction (展廳建設 ); (7) administrative system construction (行政系統建設 ); (8) cloud computing room escrow (雲計算機房托管 );

(9) government service centre (政府服務中心 ); (10) citizen centre (市民中心 ); (11) intelligent agricultural project (智慧農業 ); (12) beautiful villages (美麗鄉村 ); (13) intelligent tourism project (智慧旅遊 ); (14) emergency command centre (應急指揮中心 ); and (15) distributed cloud platforms (分布雲平台 ).

REASONS FOR PARTICIPATION IN THE POSSIBLE ESTABLISHMENT OF THE INDUSTRY FUND

As disclosed in the announcement of the Company dated 17 March 2016, the Company has been actively looking for new investments and business opportunities so as to broaden the revenue base and maximise the return to the Company and its shareholders in the long run.

Having considered that (i) the proposed investment areas of the Industry Fund are in line with the policy and strategic development of the PRC; and (ii) the business environment of the cloud technology industry; the Company is of the opinion that the Possible Investment in the Industry Fund will bring further strategic investment opportunities to the Group and provide an effective platform for the Group to strengthen the exploration in the cloud technology industry.

The shareholders and potential investors of the Company should note that, the terms of the Possible Investment are still under negotiation and no formal and legally binding agreement in relation to the Possible Investment has been entered into as at the date of this announcement. Accordingly, the Possible Investment contemplated under the Framework Agreement may or may not materialise. Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company. In the event that the Possible Investment materialises, it may constitute a notifiable transaction for the Company under the Listing Rules. Further announcement(s) will be made by the Company in accordance with all applicable requirements of the Listing Rules as and when appropriate. DEFINITIONS

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

"Board" the board of Directors

"Company" Sheen Tai Holdings Group Company Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited

"connected persons" has the meaning ascribed to it in the Listing Rules "Director(s)" the director(s) of the Company

"Framework Agreement" the cooperation framework agreement dated 26 October 2016

and entered into among the Company, Peixian Government and Guang He Hui Yun in relation to the possible establishment of the Industry Fund

"Group" the Company and its subsidiaries

"Guang He Hui Yun" Jiangsu Guang He Hui Yun Technology Company Limited* (江

蘇廣和慧雲科技股份有限公司 ), a company established in the PRC with limited liability

"Industry Fund" Xuzhou Peixian Distributed Cloud Industry Fund (徐州沛縣分

布雲產業基金), a possible limited partnership to be established and registered under the laws of the PRC pursuant to the Framework Agreement

"Listing Rules" the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited

"Peixian Government" Pexian People's Government* ( 沛縣人民政府 )

"PRC" the People's Republic of China (for the purpose of this announcement only, which excludes the Hong Kong Special Administrative Region of the PRC, the Macau Special Administration Region and Taiwan)

"RMB" Renminbi, the lawful currency of the PRC

By order of the Board

Sheen Tai Holdings Group Company Limited Guo Yumin

Chairman

Hong Kong, 28 October 2016

As at the date of this announcement, the executive Directors are Mr. Guo Yumin, Ms. Xia Yu, Mr. Zeng Xiangyang, Mr. Guo Cheng and Mr. Bau Siu Fung and the independent non-executive Directors are Ms. Fan Qing, Mr. Lo Wa Kei, Roy and Mr. Fong Wo, Felix.

* For identification purpose only