Sino Haijing : 17 Jan 2017 Memorandum of Understanding in Respect of the Proposed Acquisition

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SINO HAIJING HOLDINGS LIMITED

中國海景控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01106) MEMORANDUM OF UNDERSTANDING IN RESPECT OF THE PROPOSED ACQUISITION

This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The board of directors (hereinafter referred as the "Board") of Sino Haijing Holdings Limited (hereinafter referred as the "Company") is pleased to announce that on 17 January 2017 (after trading hours), the Company, the Vendor, and the Target Company 1 entered into the non-legally binding MOU in relation to the proposed acquisition of the Target Share (hereinafter referred as the "Proposed Acquisition").

THE MOU

The principal terms of the MOU are set out below: Date: 17 January 2017

Parties: (a) JAA Capital

1. the Company; and

2. Jet Asia Airways Co. Ltd

1. The Target Company is a limited company incorporated and existing under the laws of Thailand. Vendor has the right to acquire 49% shareholding interest or 1,225,000 shares (hereinafter referred as "Target Share 1") of the Target Company and transfers the Target Share 1 to the Company or the third party designated by the Company.

2. The Vendor has the right to acquire four Boeing 767 aircrafts, seven aircraft engines (hereinafter referred as "Target Equipment").

3. The Vendor intends to set up a company with the Target Equipment in either Hong Kong, BVI or Singapore (hereinafter referred as "Target Company 2"), and transfers 75% shareholding interest (hereinafter referred as "Target Share 2") of the Target Company 2 to the Company or the third party designated by the Company.

4. The Company intends to cooperate with the Vendor in cash and/or Share and or/other ways, and acquires the Target Share 1 and Target Share 2.

5. The Vendor and the Company mutually confirm that, the original memorandum of understanding signed on 11 November 2016 has been lapsed. Upon the agreements, the Vendor, the Company and the Target Company agree to make this MOU and carry on the cooperation.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Vendor is a third party independent from the Company and its Connected Persons (as defined in the Listing Rules).

INFORMATION ABOUT THE TARGET COMPANY 1 AND THE VENDOR

The Target Company 1 commenced operations in 2010 from Bangkok-Suvarnabhumi Airport Thailand, by obtaining an Air Operator Certificate from the Department of Civil Aviation of Thailand to offer air charter services for Africa, China, Japan, Korea, and the Middle East.

The Vendor is a company established in Hong Kong with limited liability, the principal business of which is investment holding.

Cooperation

1. Under the premise that the Company completes the due diligence investigation (hereinafter referred as "Due Diligence Investigation") on the Target Share, Target Equipment, Target Companies and research on the feasibilities, the Vendor and the Company intend to have negotiations and form the formal agreement (hereinafter referred as "Formal Agreement") on the transfer of the Target Share. The Formal Agreement of the Proposed Acquisition will be discussed between both parties after the completion of the Due Diligence Investigation.

2. At the implementing of the Proposed Acquisition, the Vendor shall transfer the Target Share 1 to the Company or the third party designated by the Company. Meanwhile, Vendor shall set up the Target Company 2 and transfers the Target Share 2 to the Company or the third party designated by the Company.

3. The estimated consideration of the Target Share 1 is US$10,000,000 (will be confirmed by the appraiser). The Company shall issue Shares to pay for the consideration.

4. The estimated consideration of the Target Company 2 is US$32,000,000 (will be finally confirmed by the appraiser). Vendor transfers 75% shareholding interest of the Target Company 2 to the Company or the third party designated by the Company at the estimated consideration of US$24,000,000 (will be confirmed by the appraiser). The Company shall pay for the consideration in either cash and/or issuing Shares.

5. The following conditions shall be satisfied prior to the completion of the Proposed Acquisition: The Company shall obtain necessary approval for the Proposed Acquisition, including the approval from the regulatory bodies of the registered place, approval (if applicable) from the Board and shareholder meeting of the Company with satisfaction and application of the Company's local laws and regulations. The Company has satisfied with all Due Diligence Investigations regarding to the Target Share, Target Equipment, Target Companies and feasibility research report on operation and management, as well as entering into all customary legal documents prepared for this Proposed Acquisition, including but not limited to the share transfer agreement, shareholder agreement and article of association, etc.

Due Diligence

1. Upon signing of the MOU, the Company is entitled to appoint its representatives and/or consultants to process legal, financial and other aspects Due Diligence Investigation on the Target Share, Target Equipment, Target Companies. The Vendor is obligated to provide reasonable assistance to the Due Diligence Investigation, including but not limited to provide required documents and materials to the Company and/or its appointed representatives and/or consultants and respond to the raised inquires and questions.

2. The Company will complete relevant Due Diligence Investigation and feasibility study within sixty days since the MOU has been signed (hereinafter referred to as "Investigation Period"). The Company is required to inform Vendor whether to proceed with the Proposed Acquisition, in writing within seven days after the end of the Investigation Period. If such Proposed Acquisition has been confirmed, the schedule and implementation details will be confirmed through additional discussion between both parties.

Exclusive Period

1. During the Investigation Period, The Company has exclusive consultation right on the Proposed Acquisition (hereinafter referred to as "Exclusive Period"), unless the Company submits the termination request to Vendor in writing and informs the Vendor of its decision with written notice. Vendor will not process any discussion or any promotion in any forms or enter into any agreements or MOU on the Proposed Acquisition with the third party.

2. At the end of the Exclusive Period, if Vendor and the Company cannot reach agreement on the Proposed Acquisition, or the Company informs Vendor that it will not proceed with the Proposed Acquisition according to point (ii) under the section Due Diligence, in this announcement before the end of the Investigation Period, the MOU will terminate automatically. Under such circumstance, Vendor, the Company and the Target Company will not be liable to any other party with exception that all parties shall comply with the Earnest Money and Confidentiality of the MOU.

3. This exclusive obligation will not forbid the Company and its affiliated companies to directly or indirectly conduct discussion on other investment opportunities, joint venture, strategic cooperation, and alliance or the Proposed Acquisition matters with the third party.