Announcements and Notices - Announcement in Relation to A Share Transaction: Amended and Restated Agreement in Relation to Purchase of Series A Preferred Shares in Bitfury Group Limited and the Issue of Consideration Shares under the General Mandate

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CREDIT CHINA FINTECH HOLDINGS LIMITED

中國信貸科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8207)

ANNOUNCEMENT IN RELATION TO A SHARE TRANSACTION: AMENDED AND RESTATED AGREEMENT IN RELATION TO PURCHASE OF SERIES A PREFERRED SHARES IN BITFURY GROUP LIMITED AND THE ISSUE OF CONSIDERATION SHARES UNDER THE GENERAL MANDATE

Reference is made to the announcement of the Company dated 3 May 2016 in relation to the entering into of the Share Purchase Agreement to subscribe for 205,917 Series A Preferred Shares in BitFury Group.

The Board is pleased to announce that on 25 January 2017, the Company and BitFury Group agreed to revise certain terms of the Share Purchase Agreement after arms' length negotiations as detailed herein.

The major amendments to the Share Purchase Agreement are as follows:

1. the aggregate number of Series A Preferred Shares subscribed for by the Company has been reduced from 205,917 Series A Preferred Shares to 68,639 Series A Preferred Shares;

2. the aggregate purchase price has been reduced from US$30,000,047.73, of which US$10,000,015.91 was to be paid in cash and US$20,000,031.82 in Consideration Shares, to US$10,000,015.91, which shall be paid in Consideration Shares only; and

(c) the Company and BitFury Group have each undertaken to, as soon as reasonably practicable after the Closing Date (in any event no later than thirty (30) days from the Closing Date), (i) negotiate and enter into the Joint Venture Agreement in accordance with the terms and conditions as set out in the Amended and Restated SPA; (ii) take all necessary and advisable actions to form the JV Company in a jurisdiction to be agreed between the Company and BitFury Group; and (iii) pay their respective share of the initial capital contribution in accordance with the terms and conditions of the Joint Venture Agreement.

All of the applicable percentage ratios calculated under Rule 19.07 of the Listing Rules in respect of the transactions contemplated under the Amended and Restated SPA are less than 5% and part of the consideration will be satisfied by the Company alloting and issuing Consideration Shares under the General Mandate, the entering into of the Amended and Restated SPA constitutes a notifiable transaction of the Company. In addition, as the Amended and Restated SPA involves a material change to the terms of a transaction previous announced, together with an issue of Consideration Shares, we are required to make this announcement pursuant to Rules 19.34 and 19.36 of the Listing Rules.

Application for listing of the Consideration Shares was previously made to the Stock Exchange for the issue of the Consideration Shares upon entering into the Share Purchase Agreement, and such application has been approved by the Stock Exchange. The Consideration Shares are expected to be issued on the Closing Date.

Reference is made to the announcement of the Company dated 3 May 2016 in relation to the entering into of the Share Purchase Agreement to subscribe for 205,917 Series A Preferred Shares in BitFury Group. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings as those defined in the announcement of the Company dated 3 May 2016.

Background

The Board is pleased to announce that on 25 January 2017, the Company and BitFury Group agreed to revise certain terms of the Share Purchase Agreement after arms' length negotiations as detailed herein.

Major amendments

The major amendments to the Share Purchase Agreement are as follows:

1. the aggregate number of Series A Preferred Shares subscribed for by the Company has been reduced from 205,917 Series A Preferred Shares to 68,639 Series A Preferred Shares;

2. the aggregate purchase price has been reduced from US$30,000,047.73, of which US$10,000,015.91 was to be paid in cash and US$20,000,031.82 in Consideration Shares, to US$10,000,015.91, which shall be paid in Consideration Shares only; and

3. the Company and BitFury Group have each undertaken to, as soon as reasonably practicable after the Closing Date (in any event no later than thirty (30) days from the Closing Date), (i) negotiate and enter into the Joint Venture Agreement in accordance with the terms and conditions as set out in the Amended and Restated SPA; (ii) take all necessary and advisable actions to form the JV Company in a jurisdiction to be agreed between the Company and BitFury Group; and (iii) pay their respective share of the initial capital contribution in accordance with the terms and conditions of the Joint Venture Agreement.

THE AMENDED AND RESTATED SPA

Parties:	(1)	the Company; and
(2)	BitFury Group.

Set out below are the major terms and conditions of the Amended and Restated SPA. Date: 25 January 2017

To the best knowledge, information and belief of the Directors, having made all reasonable enquires, BitFury Group and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Assets to be acquired

Pursuant to the Amended and Restated Agreement, the Company has conditionally agreed to acquire, and BitFury Group has conditionally agreed to issue, 68,639 Series A Preferred Shares in BitFury Group.

In connection with the Share Purchase, the Company will also enter into the Investors' Rights Agreement which further provides the Company with certain rights as a holder of the Series A Preferred Shares acquired.

The Consideration

The Consideration was determined after arm's length negotiations between the Company and BitFury Group with reference to the historical performance and current financial position of BitFury Group, the valuation of comparable companies in the industry, the business model and the future prospects of BitFury Group and the reasons for and benefits of the transactions as contemplated in the Amended and Restated SPA.

The Consideration comprises US$10,000,015.91 (approximately HK$77.60 million) to be paid by issuing a total of 124,397,247 Consideration Shares (calculated in accordance with the following formula determined at the time the Share Purchase Agreement was entered into: US$10,000,015.91 x 7.7574/HK$0.6236 per Consideration Share, representing the average closing price of the Shares as quoted on the Stock Exchange in the five trading days immediately prior to the date of the Share Purchase Agreement) to BitFury Group's designated shareholders which to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, are third parties independent of the Company and its connected persons.

The Consideration Shares will be issued under the General Mandate and will rank pari passu in all respects with each other and with the other Shares then in issue.

Upon the Closing, the Series A Preferred Shares will represent approximately 2.18% of the entire share capital in BitFury Group and approximately 0.33% of the voting rights in a general meeting of BitFury Group (on a fully converted and diluted basis) and have the same voting rights as Class B ordinary shares of BitFury Group. For further details of the capital structure of BitFury Group, please refer to the section headed "Information of BitFury Group" below.

The Consideration shall be settled on the Closing Date, being 26 January 2017.

PRINCIPAL TERMS OF SERIES A PREFERRED SHARES

Please refer to the announcement of the Company dated 3 May 2016.