Tou Rong Chang Fu : LAPSE OF DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF 48% OF THE ISSUED SHARE CAPITAL OF THE TARGET COMPANY

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Tou Rong Chang Fu Group Limited ҳፄڗబණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 850)

LAPSE OF DISCLOSEABLE TRANSACTION

IN RELATION TO

THE ACQUISITION OF 48% OF

THE ISSUED SHARE CAPITAL OF

THE TARGET COMPANY

Reference is made to (i) the announcement of Tou Rong Chang Fu Group Limited (the "Company") dated 20 June 2018 (the "Announcement") in relation to, among other matters, the discloseable transaction regarding the acquisition of 48% of the issued share capital of Mega Yield Enterprise Development Limited €ᔮ๕Άุ೯࢝Ϟࠢʮ̡ (the "Target Company"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

Pursuant to the SP Agreement, if any of the conditions precedent are not fulfilled (or validly waived by the Purchaser) on or before 31 December 2018 (the "Long Stop Date") (or such later date as may be agreed between the Purchaser and the Vendor in writing), the Vendor shall immediately return the Deposit (exclusive of any interest) to the Purchaser and the SP Agreement shall cease and determine (save and except terms in relation to the return of the Deposit, confidentiality, notice, costs and applicable laws and jurisdiction) and none of the parties shall be liable for any liabilities and obligations save for any antecedent breaches.

Subject to the Deposit being paid by the Purchaser being returned to the Purchaser in accordance with the terms of the SP Agreement, the Purchaser shall as soon as possible enter into a deed of release in relation to the Share Charge.

As certain conditions precedent to the Acquisition had not been fulfilled and/or waived (as the case may be) as at 31 December 2018 and the Purchaser and the Vendor have not agreed on any extension of the Long Stop Date, the SP Agreement had lapsed on 31 December 2018 pursuant to the terms thereof. The Purchaser confirmed that the Deposit had not been paid to the Vendor and the Share Charge had not been entered into.

The Board considers that the lapse of the SP Agreement does not have any material impact on the business, operation and financial position of the Group.

By order of the Board

Tou Rong Chang Fu Group Limited

Wong Kwok Leung Executive Director

Hong Kong, 7 January 2019

As at the date hereof, the Board comprises (i) four executive Directors, namely Mr. Wong Kwok Leung, Mr. Gan Xiaohua, Mr. Chen Yongsheng and Mr. Li Zhenjun (suspended); (ii) one non-executive Director, namely Mr. Poon Wai Kong; and (iii) three independent non-executive Directors, namely Mr. Chan Shu Kin, Mr. Cheung Kwan Hung and Mr. Chiu Wai

Piu.