Chiho Tiande : 【Circulars】COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING TO

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If you are in any doubt as to any aspect of the Offers, this Composite Document and/or the accompanying Form(s) of Acceptance 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 Chiho-Tiande Group Limited, you should at once hand this Composite Document and the accompanying Form(s) of Acceptance to the purchaser(s) or the 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).

This Composite Document should be read in conjunction with the accompanying Form(s) of Acceptance, the contents of which form part of the terms and conditions of the Offers contained in this Composite Document.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document and the accompanying Form(s) of Acceptance, make no representation as to their 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 Composite Document and the accompanying Form(s) of Acceptance.

USUM INVESTMENT GROUP HONG KONG LIMITED

(Incorporated in Hong Kong with limited liability)

CHIHO-TIANDE GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 976)

COMPOSITE OFFER AND RESPONSE DOCUMENT RELATING TO UNCONDITIONAL MANDATORY GENERAL CASH OFFERS BY CHINA GALAXY INTERNATIONAL SECURITIES (HONG KONG) CO., LIMITED ON BEHALF OF THE OFFEROR TO ACQUIRE ALL OF THE ISSUED SHARES, ALL OUTSTANDING CONVERTIBLE BONDS AND IN EXCHANGE FOR CASH, TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF CHIHO-TIANDE GROUP LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND ITS CONCERT PARTIES)

Financial Adviser to the Offeror

Independent Financial Adviser to the Independent Board Committee

SOMERLEY CAPITAL LIMITED

A letter from China Galaxy containing, amongst other things, details of the terms and conditions of the Offers is set out on pages 11 to 23 of this Composite Document. A letter from the Board is set out on pages 24 to 31 of this Composite Document. A letter from the Independent Board Committee containing its recommendations to the Independent Shareholders as to whether the Share Offer is, or is not, fair and reasonable and as to acceptance of the Share Offer, and to the Convertible Bondholders and Optionholders as to its views on the Convertible Bond Offer and Option Offer, respectively is set out on pages 32 to 33 of this Composite Document. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee in respect of the Offers is set out on pages 34 to 58 of this Composite Document.

The procedures for acceptance and settlement of the Offers are set out in Appendix I to this Composite Document and in the accompanying Form(s) of Acceptance.

Acceptance of the Offers should be received by the Registrar (in respect of the Share Offer) or the Company (in respect of the Convertible Bond Offer and the Option Offer) by no later than 4:00 p.m. on Monday, 15 February 2016 or such later time and/or date as the Offeror may determine and announce with the consent of the Executive, in accordance with the Code.

Capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "DEFINITIONS" in this Composite Document.

25 January 2016

Page

EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 LETTER FROM CHINA GALAXY 11 LETTER FROM THE BOARD 24 LETTER FROM THE INDEPENDENT BOARD COMMITTEE 32 LETTER FROM SOMERLEY CAPITAL 34

APPENDIX I - FURTHER TERMS OF THE OFFERS AND PROCEDURES OF ACCEPTANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . I-1 APPENDIX II - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . II-1 APPENDIX III - GENERAL INFORMATION OF THE COMPANY . . . . . . . . . . III-1 APPENDIX IV - GENERAL INFORMATION OF THE OFFEROR . . . . . . . . . . IV-1 ACCOMPANYING DOCUMENTS

• WHITE FORM OF SHARE OFFER ACCEPTANCE

  
  

• BLUE FORM OF CONVERTIBLE BOND OFFER ACCEPTANCE

  
  

• PINK FORM OF OPTION OFFER ACCEPTANCE

The timetable set out below is indicative and is subject to change. Any changes to the timetable will be jointly announced by the Offeror and the Company as and when appropriate. Unless otherwise specified, all the time and date references contained in this Composite Document refer to Hong Kong time and dates.

Event Time & Date

Despatch date of this Composite Document and the accompanying Form(s) of Acceptance and

commencement of the Offers (Note 1) . . . . . . . . . . . . . . . . . . Monday, 25 January 2016

Latest time and date for acceptance

of the Offers (Notes 2, 3 and 4) . . . . . . . . . . . . 4:00 p.m. on Monday, 15 February 2016

Closing Date of the Offers (Notes 3 and 4) . . . . . . . . . . . . . . . Monday, 15 February 2016 Announcement of the results of

the Offers on the website of

the Stock Exchange (Note 4) . . . . . . . . . . . . by 7:00 p.m. on Monday, 15 February 2016

Latest date of posting of remittances for the amounts due in respect of valid

acceptances received under the Offers (Note 5) . . . . . . . . Wednesday, 24 February 2016

Notes:

1. The Offers, which are unconditional in all respects, are made on Monday, 25 January 2016, being the date of this Composite Document, and are capable of acceptance on and from that date until the Closing Date.

   
   

2. The latest time and date for acceptance is 4:00 p.m. on Monday, 15 February 2016, unless the Offeror revises or extends the Offers, with the consent of the Executive, in accordance with the Code. Beneficial owners of Share(s) who hold their Share(s) in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (set out in Appendix I) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures. Acceptance of the Offers shall be irrevocable and cannot be withdrawn, except in the circumstances set out in Rule 19.2 of the Code.

   
   

3. Acceptance of the Offers shall be irrevocable and is not capable of being withdrawn, except in the circumstances as set out in paragraph 7 headed "Right of withdrawal" in Appendix I to this Composite Document.

   
   

4. In accordance with the Code, the Offers must remain open for acceptance for at least 21 days following the date on which this Composite Document is posted. The Offer will be closed at 4:00 p.m. on the Closing Date unless the Offeror revises or extends the Offers in accordance with the Code. An announcement will be jointly issued by the Company and the Offeror through the website of the Stock Exchange by 7:00 p.m. on the Closing Date stating the results of the Offers and whether the Offers has been revised or extended or has expired. In the event that the Offeror decides that the Offers will remain open, the announcement will state the next closing date of the Offers or that the Offers will remain open until further notice. In the latter case, at least 14 days' notice in writing will be given, before the Offers are closed, to those Independent Shareholders, the Convertible Bondholders and the Optionholders who have not accepted the Offers. If there is a tropical cyclone warning signal number 8 or above or a "black" rainstorm warning signal in force on the Closing Date and it is (i) not cancelled in time for the trading of Shares on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offers will be postponed to 4:00 p.m. on the next Business Day which does not have either of those warnings in force in Hong Kong or such other day

   as the Executive may approve; or (ii) cancelled in time for the trading of Shares on the Stock Exchange to resume in the afternoon, the time and date of the close of the Offers will remain the same, i.e. at 4:00 p.m. on the Closing Date.

   
   

5. Remittances in respect of the cash consideration (after deducting the sellers' ad valorem stamp duty) payable for the Shares, the Share Options or the Convertible Bonds tendered under the Offers will be posted to the accepting Independent Shareholders, the accepting Optionholders and the accepting Convertible Bondholders at his/her/its own risk as soon as possible but in any event within seven Business Days of the date of receipt by the Registrar (as regards the Share Offer) or the company secretary of the Company (as regards the Option Offer and the Convertible Bond Offer) of all the relevant documents to render the acceptance under the Offers complete and valid.