China Investments : MAJOR TRANSACTION DEEMED DISPOSAL OF EQUITY INTEREST IN CANTON RISEN FINANCIAL LEASING CO., LTD.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Investments Holdings Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities, or other agent through whom the sale or transfer was effected, for transmission to the purchaser(s) or the transferee(s).

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.

CHINA INVESTMENTS HOLDINGS LIMITED

中國興業控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock code: 132)

MAJOR TRANSACTION

DEEMED DISPOSAL OF EQUITY INTEREST IN

CANTON RISEN FINANCIAL LEASING CO., LTD.*

A letter from the Board is set out on pages 5 to 13 of this circular.

The transaction being the subject matter of this circular has been approved by written shareholders' approval pursuant to the Listing Rules and this circular is being despatched to the Shareholders for information only.

20 September 2019

• For identification purpose only

	CONTENTS
		Page
DEFINITIONS .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I	- FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . .	I-1
APPENDIX II	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1

- i -

DEFINITIONS

In this circular, unless the context requires otherwise, the following terms have the meanings as respectively ascribed below:-

"Board"

"Canton Risen"

the board of Directors of the Company

Canton Risen Financial Leasing Co., Ltd.*（廣東粵盛科 融資租賃有限公司）, a company incorporated in the PRC

with limited liability and a subsidiary of the Company

"Capital Injection Agreements"

"CIH Finance"

"Company"

collectively, the First Capital Injection Agreement, the Second Capital Injection Agreement, the Third Capital Injection Agreement, the Fourth Capital Injection Agreement and the Fifth Capital Injection Agreement

CIH Finance Investments Holdings Limited（中國興業金 融投資控股有限公司）, a company incorporated in Hong

Kong with limited liability and a wholly-owned subsidiary of the Company

China Investments Holdings Limited（中國興業控股有限 公司）, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 132)

"connected persons"

"Dali Water Supply"

shall have the meaning as ascribed to it under the Listing Rules

Foshan City Nanhai Dali Water Supply Company*（佛山 市南海大瀝自來水公司）, a collectively-owned enterprise

incorporated in the PRC

"Director(s)"

"Fifth Capital Injection"

the director(s) of the Company

t h e i n j e c t i o n o f R M B52,146,900 ( e q u iva l e n t t o approximately HK$57,100,856) by Zhizao Investment in cash to the capital of Canton Risen pursuant to the terms of the Fifth Capital Injection Agreement

"Fifth Capital Injection	the capital injection agreement dated 30 August 2019
Agreement"	entered into amongst CIH Finance, ZCXK, Yueqiao Assets
	Management, Dali Water Supply, Huaxing Glass, Lianzhifu
	Investment, Zhizao Investment and Canton Risen in relation
	to the Fifth Capital Injection

- 1 -

	DEFINITIONS
"First Capital Injection"	t h e i n j e c t i o n o f R M B52,145,000 ( e q u iva l e n t t o
	approximately HK$57,098,775) by Yueqiao Assets
	Management in cash to the capital of Canton Risen
	pursuant to the terms of the First Capital Injection
	Agreement
"First Capital Injection	the capital injection agreement dated 27 September 2018
Agreement"	entered into amongst CIH Finance, ZCXK, Yueqiao Assets
	Management and Canton Risen in relation to the First
	Capital Injection
"Fourth Capital Injection"	t h e i n j e c t i o n o f R M B52,146,900 ( e q u iva l e n t t o
	approximately HK$57,100,856) by Lianzhifu Investment in
	cash to the capital of Canton Risen pursuant to the terms of
	the Fourth Capital Injection Agreement
"Fourth Capital Injection	the capital injection agreement dated 20 August 2019
Agreement"	entered into amongst CIH Finance, ZCXK, Yueqiao Assets
	Management, Dali Water Supply, Huaxing Glass, Lianzhifu
	Investment and Canton Risen in relation to the Fourth
	Capital Injection

"Group"

"Hong Kong"

"HK$"

"Huaxing Glass"

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the PRC

Hong Kong Dollar, the lawful currency of Hong Kong

Foshan Huaxing Glass Co., Ltd.*（佛山華興玻璃有限 公司）, a company incorporated in the PRC with limited liability

"Latest Practicable Date"

"Lianzhifu Investment"

"Listing Rules"

18 September 2019, being the latest practicable date prior to printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

Foshan City Nanhai District Lianzhifu Investment Co., Ltd.*（佛山市南海區聯智富投資有限公司）, a company

incorporated in the PRC with limited liability

the Rules Governing the Listing of Securities on the Stock Exchange

- 2 -

DEFINITIONS

"PRC"

"Relevant Period"

"RMB"

"Second Capital Injection"

"Second Capital Injection Agreement"

"SFO"

"Shareholder(s)" "Shares" "Stock Exchange"

"Supplemental Injection"

"Third Capital Injection"

"Third Capital Injection Agreement"

the People's Republic of China which, for the purpose of this circular, excludes Hong Kong and the Macau Special Administrative Region of the People's Republic of China and Taiwan

the period between 31 August 2018 up to and including the date of completion of the Fifth Capital Injection (which will be the date on which Zhizao Investment has paid the amount of the Fifth Capital Injection to Canton Risen in full)

Renminbi, the lawful currency of the PRC

t h e i n j e c t i o n o f R M B52,146,900 ( e q u iva l e n t t o approximately HK$57,100,856) made by Dali Water Supply in cash to the capital of Canton Risen pursuant to the terms of the Second Capital Injection Agreement

the capital injection agreement dated 28 December 2018 entered into amongst CIH Finance, ZCXK, Yueqiao Assets Management, Dali Water Supply and Canton Risen in relation to the Second Capital Injection

Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

shareholder(s) of the Company

shares of HK$0.1 each in the share capital of the Company

The Stock Exchange of Hong Kong Limited

t h e i n j e c t i o n o f R M B22,532,500 ( e q u iva l e n t t o approximately HK$24,673,088) by CIH Finance in cash to the capital of Canton Risen on 28 August 2019

t h e i n j e c t i o n o f R M B52,146,900 ( e q u iva l e n t t o approximately HK$57,100,856) made by Huaxing Glass in cash to the capital of Canton Risen pursuant to the terms of the Third Capital Injection Agreement

the capital injection agreement dated 10 April 2019 entered into between Canton Risen and Huaxing Glass in relation to the Third Capital Injection

- 3 -

DEFINITIONS

"Transactions"

"Yueqiao Assets Management"

"Zhizao Investment"

"ZCXK"

the transactions contemplated under the Third Capital Injection, the Fourth Capital Injection and the Fifth Capital Injection

Foshan City Yueqiao Assets Management Co., Ltd.*（佛山 市粵樵資產管理有限公司）, a company incorporated in the

PRC with limited liability

Foshan City Nanhai Zhizao Investment Co., Ltd.*（佛山市 南海智造投資有限公司）, a company incorporated in the

PRC with limited liability

Zhong Chuang Xing Ke (Shenzhen) Investments Company Limited*（中創興科（深圳）投資有限公司）, a wholly

foreign-owned enterprise incorporated in the PRC with limited liability and a wholly-owned subsidiary of the Company

"%"

per cent

For the purpose of this circular, amounts denominated in RMB have been translated into HK$ at the exchange rate of RMB1 = HK$1.095. Such translations should not be construed as a representation that the amounts in question have been, could have been or could be converted at any particular rate at all.

• For identification purposes only

- 4 -

LETTER FROM THE BOARD

CHINA INVESTMENTS HOLDINGS LIMITED

中國興業控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock code: 132)
Executive Directors:	Registered office:
He Xiangming (Chairman of the Board)	Clarendon House
Lin Pingwu (Managing Director)	2 Church Street
You Guang Wu (Director)	Hamilton HM 11
Huang Zhihe (Deputy Managing Director)	Bermuda
Wang Xin (Deputy Managing Director)
Independent Non-executive Directors:
Chan Kwok Wai
Chen Da Cheng
Deng Hong Ping
	20 September 2019
To the Shareholders
Dear Sir or Madam,

MAJOR TRANSACTION

DEEMED DISPOSAL OF EQUITY INTEREST IN

CANTON RISEN FINANCIAL LEASING CO., LTD.*

INTRODUCTION

Reference is made to the announcement of the Company dated 30 August 2019 in relation to the Fifth Capital Injection Agreement, pursuant to which Zhizao Investment agreed to contribute RMB52,146,900 (equivalent to approximately HK$57,100,856) in cash to the capital of Canton Risen.

The purpose of this circular is to provide you with, among other things, further information on the Fifth Capital Injection Agreement and other information as required under the Listing Rules.

• For identification purpose only

- 5 -

LETTER FROM THE BOARD

THE FIFTH CAPITAL INJECTION AGREEMENT

Set out below is a summary of the principal terms of the Fifth Capital Injection Agreement:

Date

30 August 2019

Parties

1. CIH Finance, a wholly-owned subsidiary of the Company;
2. ZCXK, a wholly-owned subsidiary of the Company;
3. Yueqiao Assets Management;
4. Dali Water Supply;
5. Huaxing Glass;
6. Lianzhifu Investment;
7. Zhizao Investment; and
8. Canton Risen, a subsidiary of the Company.

So far as is known by the Company after making reasonable enquiries, the respective ultimate beneficial owners of Yueqiao Assets Management, Dali Water Supply, Huaxing Glass, Lianzhifu Investment and Zhizao Investment are as follows:

	Ultimate beneficial owner
Yueqiao Assets Management	Office of Foshan City Nanhai District Xiqiao Town Public
	Assets Administration Commission*（佛山市南海區西樵
	鎮公有資產管理辦公室）, a PRC governmental institution
Dali Water Supply	Office of Foshan City Nanhai District Dali Town Public
	Assets Administration Commission*（佛山市南海區大瀝
	鎮公有資產管理辦公室）, a PRC governmental institution
Huaxing Glass	7 individuals in the PRC, namely:
	Li Shenhua*（李深華）
	Li Zhixiao*（李智校）
	Li Jianghua*（李江華）
	Li Zhichang*（李志昌）
	Cai Qiulan*（蔡秋蘭）
	Meng Linlin*（孟琳琳）
	Wang Xiang*（王香）

- 6 -

	LETTER FROM THE BOARD
	Ultimate beneficial owner
Lianzhifu Investment	Foshan City Nanhai District State - owned Assets
	Supervision and Administration Department*（佛山市南海
	區國有資產監督管理局）, a PRC governmental institution
Zhizao Investment	Office of Foshan City Nanhai District Shishan Town Public
	Assets Administration Commission*（佛山市南海區獅山
	鎮公有資產管理辦公室）, a PRC governmental institution

• For identification purpose only

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Yueqiao Assets Management, Dali Water Supply, Huaxing Glass, Lianzhifu Investment, Zhizao Investment and their respective ultimate beneficial owners are third parties independent of the Group and its connected persons and not related to each other.

The Fifth Capital Injection

Pursuant to the terms of the Fifth Capital Injection Agreement, Zhizao Investment will contribute an amount of RMB52,146,900 (equivalent to approximately HK$57,100,856) (of which RMB50,000,000 (equivalent to HK$54,750,000) will be contributed to the registered capital and the remainder to the capital reserve) in cash to the capital of Canton Risen.

The equity-holding structures of Canton Risen both before and after the Fifth Capital Injection with reference to the registered capital and the currently paid-up capital are illustrated below:

Equity holders of Canton Risen before
the Fifth Capital Injection (and after the	Registered		Approximate		Paid-up	Approximate
Supplemental Injection)	capital		percentage		capital	percentage
	(RMB)				(RMB)
CIH Finance	325,000,000	46.428%	55,600,900	14.1621%
ZCXK	175,000,000	25.000%	137,000,000	34.8955%
Yueqiao Assets Management	50,000,000	7.143%	50,000,000	12.7356%
Dali Water Supply	50,000,000	7.143%	50,000,000	12.7356%
Huaxing Glass	50,000,000	7.143%	50,000,000	12.7356%
Lianzhifu Investment	50,000,000	7.143%	50,000,000	12.7356%
Total	700,000,000	100%	392,600,900	100%
Equity holder(s) of Canton Risen after	Registered		Approximate		Paid-up	Approximate
the Fifth Capital Injection	capital		percentage		capital	percentage
	(RMB)				(RMB)
CIH Finance	325,000,000	43.333%	55,600,900	12.562%
ZCXK	175,000,000	23.333%	137,000,000	30.953%
Yueqiao Assets Management	50,000,000	6.666%	50,000,000	11.297%
Dali Water Supply	50,000,000	6.666%	50,000,000	11.297%
Huaxing Glass	50,000,000	6.666%	50,000,000	11.297%
Lianzhifu Investment	50,000,000	6.666%	50,000,000	11.297%
Zhizao Investment	50,000,000	6.666%	50,000,000	11.297%
Total	750,000,000	100%	442,600,900	100%

- 7 -

LETTER FROM THE BOARD

As at the date of the circular, the registered capital of Canton Risen has not yet been fully paid up by CIH Finance and ZCXK respectively. Pursuant to the Capital Injection Agreements, CIH Finance and ZCXK have committed to invest RMB500,000,000 to the registered capital of Canton Risen.

Basis of determining the amount of the Fifth Capital Injection

The amount of the Fifth Capital Injection was determined with reference to the funding allocation needs and timing of Canton Risen and the Group and the pricing of previous rounds of similar start-up injections, taking into account the relative equity percentages of the equity holders of Canton Risen, in particular the percentages of CIH Finance and ZCXK, on a paid-up and enlarged basis.

Timing for the Fifth Capital Injection

Zhizao Investment will pay the amount of the Fifth Capital Injection to Canton Risen in full by a lump sum payment before 31 October 2019. As at the Latest Practicable Date, the amount of the Fifth Capital Injection has not been settled.

Management structure

Pursuant to the Fifth Capital Injection Agreement, except that Zhizao Investment is entitled to nominate a supervisor to Canton Risen, the current management structure of Canton Risen will remain unchanged.

Equity holders' rights and benefits and sharing of profit and loss

During the Relevant Period, Zhizao Investment will not share the profit and loss resulting from the operation of Canton Risen. Canton Risen has made its first dividend distribution in the amount of approximately RMB8,043,988 to its equity holders during the Relevant Period in June 2019.

Upon completion of the Fifth Capital Injection, each of the equity holders will be entitled to such rights and benefits (including receiving dividends) in proportion to its respective paid- up capital, which is in compliance with Section 34 of the Company Law of the PRC. According to the articles of association of Canton Risen, the Group will pay up its portion of the registered capital in Canton Risen before 18 December 2019. In considering any payment of registered capital, the Group will have regard to its then funding position, including its working capital and external financing capabilities, available from time to time. In line with the Company Law of the PRC, which no longer provides for any regulatory deadline for payment of capital injections, the shareholders of Canton Risen agreed that no action will be taken against CIH Finance or ZCXK if any portion of the Group's registered capital payment in Canton Risen remains unpaid by 18 December 2019.

- 8 -

LETTER FROM THE BOARD

Registration procedures

Canton Risen will proceed with the change of industrial and commercial registration procedures and change of Sino-foreign joint venture filing and registration procedures within 5 business days from the effective date of the Fifth Capital Injection Agreement as well as all incidental documentation (including the amended constitutional documents and the supplemental joint venture agreement signed by all shareholders of Canton Risen reflecting the relevant terms of the Fifth Capital Injection Agreement).

As at the date of this circular, Canton Risen has commenced such filing and registration procedures which are expected to conclude by 30 September 2019.

Liabilities for breach

In the event that Zhizao Investment fails to pay the amount of the Fifth Capital Injection within 90 days from 31 October 2019, CIH Finance, ZCXK, Yueqiao Assets Management, Dali Water Supply, Huaxing Glass, Lianzhifu Investment and Canton Risen will be entitled to terminate the Fifth Capital Injection Agreement.

INFORMATION ON CANTON RISEN

Canton Risen, established in the PRC on 19 December 2017, is principally engaged in the provision of finance, including through finance leasing, with an initial focus on government public utility, environmental protection, new energy and telecommunication projects in the PRC.

According to the audited financial statements of Canton Risen, the net asset value of Canton Risen was approximately RMB289,706,361 (equivalent to approximately HK$317,228,465) as at 31 December 2018 and its net profits for the 12 months period ended 31 December 2018 before and after taxation were approximately RMB20,474,024 (equivalent to approximately HK$22,419,056) and RMB15,346,061 (equivalent to approximately HK$16,803,937) respectively.

INFORMATION ON THE PARTIES TO THE FIFTH CAPITAL INJECTION AGREEMENT

The Group is principally engaged in hotel investment, management and operation, property investments in both properties held for sale and investment properties, wellness elderly care, finance leasing and big data businesses. Through its joint ventures and associates, the Group also participates and invests in fast growing sectors, including electric utilities, civil explosives and finance leasing in the PRC.

CIH Finance, a wholly-owned subsidiary of the Company, is principally engaged in finance and project investment.

ZCXK, a wholly-owned subsidiary of the Company, is principally engaged in investment holding.

Yueqiao Assets Management, a company incorporated in the PRC with limited liability, is principally engaged in assets management.

- 9 -

LETTER FROM THE BOARD

Dali Water Supply, a company incorporated in the PRC, is principally engaged in real estate

rental.

Huaxing Glass, a company incorporated in the PRC with limited liability, is principally engaged in the research and development, design and manufacturing of daily glass products.

Lianzhifu Investment, a company incorporated in the PRC with limited liability, is principally engaged in property and equity investment.

Zhizao Investment, a company incorporated in the PRC with limited liability, is principally engaged in project investment and management.

FINANCIAL EFFECTS OF THE DEEMED DISPOSAL TO THE GROUP

Upon completion of the Fifth Capital Injection, the registered capital and paid up capital in Canton Risen held by the Group will be decreased from 71.428% to 66.666% and 49.0576% to 43.515% respectively. Canton Risen will remain a subsidiary of the Company. The financial results of Canton Risen will continue to be consolidated by the Group. Therefore, it is expected that the Group will not record any gain or loss from the deemed disposal in the consolidated income statement of the Group. However, according to Fifth Capital Injection Agreement, the earnings of Canton Risen will shared on the portion of the paid up capital, and therefore the earnings attributable to owners of the Company will be reduced from 49.0576% to 43.515% of the profit or loss of Canton Risen upon completion of the Fifth Capital Injection. At the time of full payment of unpaid capital by the Group, the registered capital is the same as the paid up capital. The earnings attributable to owners of the Company will be increased to 66.666% of the profit or loss of Canton Risen.

Regarding the financial position of the Group, each of the cash and cash equivalents and the non-controlling interests will be increased by RMB52,146,900 (equivalent to approximately HK$57,100,856).

USE OF THE FIFTH CAPITAL INJECTION AMOUNT

The amount of the Fifth Capital Injection provided by Zhizao Investment will be used by Canton Risen in its ordinary course of business.

REASONS FOR AND BENEFITS OF ENTERING INTO OF THE FIFTH CAPITAL INJECTION AGREEMENT

The principal business of Canton Risen continues to develop rapidly. The Board believes that Huaxing Glass, Lianzhifu Investment and Zhizao Investment are financially healthy. The Board believes that the introduction of Huaxing Glass, Lianzhifu Investment and Zhizao Investment as the financial investors of Canton Risen by way of capital injection will enhance the funding capability and is beneficial to the businesses of Canton Risen. The businesses of Canton Risen will also be further strengthened with a broader equity holder base pooling resources and capabilities together while sharing in the associated risks. The Fifth Capital Injection will provide further source of capital for Canton Risen to develop its existing businesses while lightening the Group's financial load to provide capital injections for Canton Risen from time to time. The Group will continue to evaluate the funding needs of Canton Risen from time to time. Canton Risen will continue to develop its finance leasing business in the PRC in accordance with its funding capability.

- 10 -

LETTER FROM THE BOARD

The Directors are of the view that the terms of the Fifth Capital Injection Agreement are on normal commercial terms and fair and reasonable and the Fifth Capital Injection and the transactions contemplated thereunder are in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

Following the completion of the Fifth Capital Injection, the Group's equity interest in Canton Risen will be reduced, which will constitute a deemed disposal of the Company's interest in a subsidiary pursuant to Rule 14.29 of the Listing Rules. As the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Fifth Capital Injection are more than 5% but less than 25%, the Fifth Capital Injection Agreement and the transactions contemplated thereunder constitute a discloseable transaction of the Company itself pursuant to Chapter 14 of the Listing Rules.

Subsequent to the major transaction disclosed as per the announcement and circular of the Company of 28 December 2018 and 15 February 2019 respectively, the Transactions involve deemed disposal of equity interest by the Group in Canton Risen, all of which are conducted within 12 months, the Fifth Capital Injection is therefore subject to aggregation with the Third Capital Injection and the Fourth Capital Injection pursuant to Rule 14.22 of the Listing Rules. As the highest applicable percentage ratio calculated in accordance with the Listing Rules in respect of the Transactions on an aggregate basis is more than 25% but less than 75%, the Transactions constitute a major transaction of the Company and the Fifth Capital Injection is therefore subject to the announcement, circular and shareholders' approval requirements pursuant to Chapter 14 of the Listing Rules. The Fifth Capital Injection, even if aggregated will all the previous injections, would only constitute a major transaction.

As no Shareholder is materially interested in the Fifth Capital Injection and no Shareholder is required to abstain from voting at a general meeting of the Company approving the transactions contemplated under the Fifth Capital Injection, the Company has, pursuant to Rule 14.44 of the Listing Rules, obtained a written approval of the transactions contemplated under the Fifth Capital Injection from Prize Rich Inc., a Shareholder holding 1,222,713,527 issued ordinary shares of the Company (representing 71.41% of its entire issued share capital). As such, the Company is exempted from convening a general meeting to approve the transactions contemplated under the Fifth Capital Injection.

RECOMMENDATIONS

The Directors consider that the Fifth Capital Injection Agreement and the incidental documentation (including the amended constitutional documents and the supplemental joint venture agreement signed by all shareholders of Canton Risen reflecting the relevant terms of the Fifth Capital Injection Agreement) and the transactions contemplated thereunder are on normal commercial terms which are made on an arm's length basis and are fair and reasonable, and in the best interests of the Group and the Shareholders as a whole.

ADDITIONAL INFORMATION

Your attention is drawn to the financial and general information as set out in the appendices to this circular.

On behalf of

China Investments Holdings Limited

HE Xiangming

Chairman

- 11 -

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

Details of the audited financial information of the Group for each of the three years ended 31 December 2016, 2017 and 2018 are disclosed in the following annual reports of the Company for the years ended 31 December 2016, 2017, 2018, respectively, and details of the unaudited interim financial information of the Group for the six months ended 30 June 2019 are disclosed in the following interim report of the Company for the six months ended 30 June 2019, which have been published and are available on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (http://chinainvestments.oceanwir.com):

• the annual report 2016 of the Company for the year ended 31 December 2016 which was published on 20 April 2017 (available on: http://www.hkexnews.hk/listedco/ listconews/sehk/2017/0420/ltn201704201313.pdf), please refer to pages 33 to 121 in particular;
• the annual report 2017 of the Company for the year ended 31 December 2017 which was published on 18 April 2018 (available on: http://www.hkexnews.hk/listedco/ listconews/sehk/2018/0418/ltn20180418892.pdf), please refer to pages 49 to 178 in particular;
• the annual report 2018 of the Company for the year ended 31 December 2018 which was published on 15 April 2019 (available on: http://www.hkexnews.hk/listedco/ listconews/sehk/2019/0415/ltn20190415209.pdf), please refer to pages 27 to 103 in particular; and
• the interim report of the Company for the six months ended 30 June 2019 which was published on 12 September 2019 (available on: https://www1.hkexnews.hk/listedco/ listconews/sehk/2019/0912/ltn20190912561.pdf), please refer to pages 19 to 84 in particular.

2. INDEBTEDNESS STATEMENT

As at the close of business on 31 July 2019, the Group had outstanding secured interest

bearing bank loans of approximately HK$1,616,167,000 which secured by the pledge of investment property, property, plant and equipment, bank deposit and finance lease receivables. Among such loans, a small number of them is having a maturity profile in the near term (maturing in 2019 and 2020) and the rest are in the mid (maturing in 2021, 2023 and 2024) to long term (maturing in 2028, 2029 and 2035). The Group also had an unsecured interest bearing loan from its immediate holding company, associate and other independent third parties of approximately HK$90,000,000, HK$11,370,000 and HK$79,589,000 respectively, all of which will mature in 2020. In addition, the Group had outstanding convertible notes in the aggregate principal amount of HK$166,232,000 issued by the Company on 13 October 2014 which were extended on 12 March 2019 and will mature on 13 October 2024.

The Group has obtained a loan facility from a bank of approximately USD110,090,000 which a controlling shareholder has provided the necessary corporate guarantee. As at the close of business on 31 July 2019, the Group has drawn down USD100,000,000 of the loan facility.

I - 1

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

Save as aforesaid or otherwise disclosed herein, as at the close of business on 31 July 2019, the Group did not have any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.

3. MATERIAL ADVERSE CHANGE

At the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2018, being the date to which the latest published audited consolidated financial statements of the Company were made up.

4. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the existing cash and bank balances, other internal resources and available existing unutilised credit facilities, the Group has sufficient working capital for its present requirements and to satisfy its requirements for at least the next 12 months from the date of publication of this circular in the absence of unforeseen circumstances.

5. FINANCIAL AND TRADING PROSPECT OF THE GROUP

With experience accumulated during the course of transformation and upgrading over past few years, the Group has generally set its focus and direction for development. To seize opportunities of market development, the Group will strive to adjust and optimize its businesses, shifting to segments such as industrial parks/property development and investment, finance, technology and wellness elderly care.

In respect of the property development and investment, with our solid position in the property development and investment sector and by capitalizing on relevant experience in such fields, the Group will continue to develop the new energy industrial park in Danzao Town, Nanhai District, Foshan City, China.

In respect of the finance sector, with China's economic growth, changes of financing models and increasing demand for finance lease, the Group will further develop the financial leasing business and intends to focus on business areas including public utilities projects, energy conservation and environmental protection projects, new energy projects and telecommunication projects, while being cautious to risk management.

In respect of the technology sector, by taking advantages of the opportunities arising from the new smart city construction plan in Nanhai District, the Group will continue the research on and development of the Big Data industry projects, as a main drive contributing to our profit growth in the future.

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APPENDIX I	FINANCIAL INFORMATION OF THE GROUP

In the wellness elderly care sector, based on the Smart Elderly Care Services Platform, the Group will expand to cover other wellness elderly care services. After the establishing of the first institutional care project in the first half of the year, the Group will continue to head in the direction of institutional elderly care business and the development of a 3-tier elderly care system comprising institutes, communities and households in Nanhai District.

Meanwhile, the Group will also, through its joint ventures and associates, participate and invest in power generation, civil explosives, financial leasing, and other high-growth industries in the PRC. With the aforesaid business development directions, the Group will be able to expand its business and gradually achieve the goal of increasing and maintaining stable returns for shareholders.

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APPENDIX II	GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

1. Interests and short positions of Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company and any associated corporations (within the meaning of Part XV of the SFO) which were required to be (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Directors and chief executives of the Company were taken or deemed to have pursuant to Divisions 7 and 8 of Part XV of the SFO), or (ii) entered in the register required to be kept under Section 352 of the SFO or (iii) required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") adopted by the Company were as follows:

Long positions in the Shares

				Approximate
				percentage of
				total issued
				Shares as at
		Nature of	Number of	the Latest
Name of Director	Capacity	interest	Shares held	Practicable Date1
He Xiangming	Beneficial owner	Personal	1,441,000	0.08%

Notes:

1. The percentage was calculated based on 1,712,329,142 Shares in issue as at the Latest Practicable Date.

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APPENDIX II	GENERAL INFORMATION

Save as disclosed above, none of the Directors and chief executives of the Company had, as at the Latest Practicable Date, any interests or short positions in any shares and underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Directors and chief executives of the Company were taken or deemed to have pursuant to Divisions 7 and 8 of Part XV of the SFO), or which were entered in the register required to be kept by the Company under Section 352 of the SFO, or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code.

1. Interests and short positions of the Shareholders in the Shares, underlying Shares of the Company

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the interests and short positions of the Shareholders (other than directors or chief executives of the Company) who had interests or short positions in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were entered in the register required to be kept by the Company pursuant to Section 336 of the SFO, were as follows:-

				Approximate
				percentage of
				total issued
				Shares as at
	Capacity of	Number of Shares/	the Latest
Name of Shareholder	Shareholder	underlying Shares	Practicable Date1
		Long position	Short position
廣東南海控股投資有限公司	Corporate interest	1,441,439,8422	-	84.18%
(Guangdong Nanhai Holding
Investment Co., Ltd.*)
Nam Keng Van Investment	Beneficial owner	121,864,4873	-	7.12%
Company Limited
Cui Guo Jian	Corporate interest	121,864,4873	-	7.12%
Pu Jian Qing	Corporate interest	121,864,4873	-	7.12%

Notes:

1. The percentage was calculated based on 1,712,329,142 Shares in issue as at the Latest Practicable Date.
2. These 1,441,439,842 Shares comprises (i) 1,222,713,527 Shares held by Prize Rich Inc. which was wholly-owned by Guangdong Nanhai Holding Investment Co., Ltd.*（廣東南海控股投資有限公 司）; and (ii) 218,726,315 new Shares to be allotted and issued by the Company to Prize Rich Inc. upon the exercise of conversion rights attaching to the convertible bonds issued by the Company to Prize Rich Inc. pursuant to an acquisition agreement as part of the consideration.

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APPENDIX II	GENERAL INFORMATION

3. These 121,864,487 Shares were held by Nam Keng Van Investment Company Limited which was wholly-owned by Mr. Cui Guo Jian and Mr. Pu Jian Qing equally.

Saved as disclosed above, as at the Latest Practicable Date, the Company had not been notified by any person (other than Directors and chief executives of the Company) who had interests or short positions in the Shares and underlying Shares under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were entered in the register required to be kept under Section 336 of the SFO.

As at the Latest Practicable Date, no Director or proposed Director is a director or employee of a company which has an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or his or her respective close associates was considered to have an interest in a business which competes or was likely to compete, either directly or indirectly, with the business of the Group other than those business to which the Directors or his or her close associates were appointed to represent the interests of the Company and/or the Group.

4. DIRECTORS' INTEREST IN CONTRACTS AND ASSETS OF THE GROUP As at the Latest Practicable Date,

1. none of the Directors were materially interested in any contract or arrangement subsisting and which was significant in relation to the business of the Group; and
2. none of the Directors had any interest, direct or indirect, in any assets which had been acquired or disposed of by or leased to any member of the Group or were proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2018, being the date to which the latest published audited consolidated financial statements of the Company were made up.

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APPENDIX II	GENERAL INFORMATION

5. MATERIAL CONTRACTS

The following are contracts entered into by the members of the Group within the two years immediately preceding the date of this circular and which is or may be material:

1. the investment agreement dated 29 September 2017 entered into amongst China Investments Limited ("CIL") (a wholly-owned subsidiary of the Company) and T-Box Union (China) Financial Holdings Investments Limited ("T-BoxHoldings") and T-Box Union Investments Limited ("T-BoxInvestments") in relation to the establishment of Xingye Homestay Inn Union Limited (re-named as China Select Small Hotel Union Limited) ("Small Hotel Union") to engage in the platform operation, investment and management of the homestay accommodation and hotels and other related business in the PRC, under which CIL would contribute HK$6,120,000 to Small Hotel Union (representing 51% of the total initial share capital), T-Box Holdings would contribute HK$3,600,000 (representing 30% of the total initial share capital) and T-Box Investments would contribute HK$2,280,000 (representing 19% of the total initial share capital);
2. the joint venture agreement dated 16 November 2017 entered into amongst CIH Finance and 佛山市南海金融高新區投資控股有限公司 (Foshan City
   Nanhai Financial Hi-Tech Zone Investment Holdings Co., Ltd.*) in relation to the establishment of 廣東中岩泰科建設有限公司 (Guangdong Sino Rock Tyco Construction Co., Ltd.*) ("Sino Rock Tyco") pursuant to which CIH Finance agreed to contribute an equivalent amount of RMB728,000,000 to Sino Rock Tyco, representing 80% of the total capital contributions;
3. the capital contribution agreement dated 28 March 2018 entered into amongst 佛山 市南海康美投資有限公司 (Foshan City Nanhai Canmanage Investments Holdings Limited*) ("Nanhai Canmanage"), a wholly-owned subsidiary of the Company, 佛山 市南海區聯華資產經營管理有限公司 (Foshan City Nanhai District Lianhua Asset Operation & Management Co., Ltd.*), 廣東省南海化工總廠有限公司 (Guangdong Nanhai Chemical Factory Co., Ltd.*) and 廣東天諾民爆有限公司 (Guangdong Tiannuo Civil Explosives Co., Ltd.*) ("Tiannuo Civil Explosives") in relation to the contribution of RMB130,333,102.44 to the capital of Tiannuo Civil Explosives for 49% of the enlarged equity interest of Tiannuo Civil Explosives;

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APPENDIX II	GENERAL INFORMATION

1. the capital injection agreement dated 27 September 2018 entered into amongst CIH Finance, ZCXK, Canton Risen and Yueqiao Assets Management in relation to the contribution of RMB52,145,000 in cash to the capital of Canton Risen by Yueqiao Assets Management;
2. the capital injection agreement dated 28 December 2018 entered into amongst CIH Finance, ZCXK, Yueqiao Assets Management, Canton Risen and Dali Water Supply in relation to the contribution of RMB52,146,900 in cash to the capital of Canton Risen by Dali Water Supply;
3. the lease agreements dated 21 January 2019 entered into between Sino Rock Tyco and 佛山市南海聯運投資有限公司 (Foshan City Nanhai Lianyun Investment Co., Ltd.*) in respect of the leasing of the unencumbered land use right for 4 parcels of industrial land situated at Danzao Logistics Centre for a consideration of approximately RMB709,160,697 for a term of approximately 33 years;
4. the lease agreements dated 7 March 2019 entered into between Sino Rock Tyco and 佛 山市南海區丹灶鎮土地資源開發公司 (Foshan City Nanhai District Danzao Town Land Resources Development Ltd.*) in respect of the leasing of the unencumbered land use right for 4 parcels of industrial land situated at Danzao Logistics Centre for an aggregate amount of rents and management fees of approximately RMB1,049,932,600 for terms ranging from approximately 32 to 34 years;
5. the acquisition agreement dated 7 March 2019 entered into between Sino Rock Tyco and 佛山市南海區丹灶仙湖灣商業廣場開發有限公司 (Foshan City Nanhai District Danzao Xianhuwan Commercial Plaza Development Co., Ltd.*) and 黃培佳 (Huang Peijia*) in relation to the acquisition of 100% equity interest in 佛山市仙湖灣置業 有限公司 (Foshan City Xianhuwan Development Co., Ltd.*) for a consideration of RMB185,000,000;
6. the extension deed dated 12 March 2019 entered into between the Company and Prize Rich Inc. to extend the maturity date of the outstanding convertible bonds in the principal amount of HK$166,232,000 by 5 years from 13 October 2019 to 13 October 2024;

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APPENDIX II	GENERAL INFORMATION

1. the capital injection agreement dated 10 April 2019 entered into between Canton Risen and Huaxing Glass in relation to the contribution of RMB52,146,900 in cash to the capital of Canton Risen by Huaxing Glass;
2. the capital injection agreement dated 20 August 2019 entered into amongst CIH Finance, ZCXK, Yueqiao Assets Management, Dali Water Supply, Huaxing Glass, Canton Risen and Lianzhifu Investment in relation to the contribution of RMB52,146,900 in cash to the capital of Canton Risen by Lianzhifu Investment; and
3. the capital injection agreement dated 30 August 2019 entered into amongst CIH Finance, ZCXK, Yueqiao Assets Management, Dali Water Supply, Huaxing Glass, Lianzhifu Investment, Canton Risen and Zhizao Investment in relation to the contribution of RMB52,146,900 in cash to the capital of Canton Risen by Zhizao Investment.

6. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

7. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered, or proposed to enter, into a service contract with any member of the Group which is not determinable by the Group within one (1) year without payment of compensation (other than statutory compensation).

8. GENERAL

1. The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
2. The branch share registrar of the Company is Tricor Progressive Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.
3. The Company's head office and principal place of business in Hong Kong is at Unit 501, Wing On Plaza, 62 Mody Road, Tsimshatsui, Kowloon, Hong Kong.
4. The company secretary of the Company is Mr. Lo Tai On, who is a member of the Hong Kong Institute of Certified Public Accountants.
5. The English text of this circular shall prevail over the Chinese text in the case of inconsistency.

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APPENDIX II	GENERAL INFORMATION

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 6:00 p.m. (except Saturdays, Sundays and public holidays) at the principal place of business of the Company in Hong Kong at Unit 501, Wing On Plaza, 62 Mody Road, Tsimshatsui, Kowloon, Hong Kong from the date of this circular up to and including 4 October 2019:

1. the memorandum of association and bye-laws of the Company;
2. the annual reports of the Company for the three financial years ended 31 December 2016, 2017 and 2018 respectively;
3. the interim report of the Company for the six months ended 30 June 2019;
4. the material contracts referred to in the section headed "Material Contracts" in this appendix;
5. the circular of the Company dated 9 May 2018 in relation to the contribution to the capital of Tiannuo Civil Explosives;
6. the circular of the Company dated 9 May 2018 in respect of the proposed mandate in relation to the potential very substantial disposal through public tender;
7. the circular of the Company dated 9 January 2019 in relation to the entering into of finance leases as a lessor;
8. the circular of the Company dated 15 February 2019 in relation to the deemed disposal of equity interest in Canton Risen;
9. the circular of the Company dated 22 February 2019 in relation to the entering into of the land use right lease agreements;
10. the circular of the Company dated 14 March 2019 in relation to the entering into of finance lease as a lessor;
11. the circular of the Company dated 25 April 2019 in relation to the extension of maturity date of the convertible bonds;
12. the circular of the Company dated 25 April 2019 in relation to the entering into of land use right lease agreements and acquisition agreement; and
13. this circular.

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