China First Capital : COMPLETION OF DISCLOSEABLE TRANSACTION INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

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CHINA FIRST CAPITAL GROUP LIMITED

中國首控集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1269) COMPLETION OF DISCLOSEABLE TRANSACTION INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

Reference is made to the announcement of the Company dated 31 May 2017 (the "Announcement") in relation to the purchase of shares in Virscend Education and issue of the Consideration Shares under the General Mandate. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE ACQUISITION

The Board is pleased to announce that the completion of each of the First S&P Agreement and the Second S&P Agreement took place on 12 June 2017. The Company has allotted and issued 150,000,000 and 146,250,000 new Shares to the First Vendor and the Second Vendor, respectively, on 12 June 2017 in accordance with the terms and conditions of each of the First S&P Agreement and the Second S&P Agreement.

The Consideration Shares represent (i) approximately 6.61% of the total issued Shares immediately before Completion; and (ii) approximately 6.20% of the total issued Shares as enlarged by the issue of the Consideration Shares immediately after Completion.

The 150,000,000 new Shares issued to the First Vendor represent (i) approximately 3.35% of the total issued Shares immediately before completion of the First S&P Agreement; and

(ii) approximately 3.14% of the total issued Shares as enlarged by the issue of the Consideration Shares immediately after Completion.

The 146,250,000 new Shares issued to the Second Vendor represent (i) approximately 3.26% of the total issued Shares immediately before completion of the Second S&P Agreement; and (ii) approximately 3.06% of the total issued Shares as enlarged by the issue of the Consideration Shares immediately after Completion.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company immediately before and after Completion are set out below:

Shareholders Immediately before Completion Immediately after Completion

Shares Approximate % Shares Approximate %

Hongkong Chuang Yue

Co., Limited (Note 1) 804,360,000 17.95 804,360,000 16.84

Wealth Max Holdings

Limited (Note 2)	510,520,000	11.39	510,520,000	10.68
Limited (Note 3)	461,372,000	10.30	461,372,000	9.66
Public Shareholders	2,704,998,000	60.36	2,704,998,000	56.62
The First Vendor	-	-	150,000,000	3.14
The Second Vendor	-	-	146,250,000	3.06
4,481,250,000	100.00	4,777,500,000	100.00
Notes:

New Front Developments

1. Hongkong Chuang Yue Co., Limited is owned as to 100% by Shenmane.D Co., Limited, which in turn is wholly-owned by Golden Cloud Co., Limited, and which in turn is wholly-owned by Mr. Tang Mingyang, an executive Director.

2. Wealth Max Holdings Limited is owned by Mr. Wilson Sea, the Chairman of the Board and an executive Director, as to 100%.

3. New Front Developments Limited is owned by Ms. Wang Jingyan as to 100%.

By Order of the Board

China First Capital Group Limited Wilson Sea

Chairman and Executive Director

Hong Kong, 12 June 2017

As at the date of this announcement, the executive Directors are Mr. Wilson Sea, Mr. Zhao Zhijun, Mr. Tang Mingyang, Mr. Yan Haiting and Ms. Li Dan; the non-executive Director is Mr. Li Hua; and the independent non-executive Directors are Mr. Chu Kin Wang, Peleus, Mr. Li Zhiqiang and Mr. Chen Gang.