Ching Lee : TRANSFER OF LISTING FROM THE GROWTH ENTERPRISE MARKET TO THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

Ching Lee Holdings Limited

正 利 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code on GEM: 8318) (Stock Code on Main Board: 3728)

TRANSFER OF LISTING FROM THE GROWTH ENTERPRISE MARKET TO THE MAIN BOARD OF THE STOCK EXCHANGE OF

HONG KONG LIMITED

Financial adviser

Kingsway Capital Limited

Reference is made to the announcement issued by the Company dated 16 May 2017 in relation to the formal application submitted to the Stock Exchange for the Transfer of Listing pursuant to Chapter 9A of the Main Board Listing Rules.

On 16 May 2017, a formal application was made by the Company to the Stock Exchange for the listing of, and permission to deal in, (i) 1,000,000,000 Shares in issue; and (ii) any Shares which may fall to be allotted and issued upon exercise of any options which may be granted under the Share Option Scheme, by way of transfer to listing from GEM to the Main Board.

The Board is pleased to announce that the approval-in-principle for the Transfer of Listing has been granted by the Stock Exchange on 8 September 2017. The last day of dealings in the Shares on GEM (Stock code: 8318) will be on Friday, 15 September 2017. Dealings in the Shares on the Main Board (Stock code: 3728) will commence at 9: 00 a.m. on Monday, 18 September 2017.

The Board confirms that as at the date of this announcement, all pre-conditions for the Transfer of Listing as set out in Rule 9A.02 of the Main Board Listing Rules have, insofar as applicable, been fulfilled in relation to the Company and the Shares.

The Transfer of Listing will have no effect on the existing share certificates in respect of the Shares, which will continue to be good evidence of legal title and be valid for trading, settlement and registration purposes and will not involve any transfer or exchange of the existing share certificates. No change is proposed to be made to the English and Chinese stock short names of the Company, the share certificate, the board lot size which is 20,000 Shares each, the trading currency of the Shares which is in Hong Kong dollars, and the share registrar and transfer office of the Company in Hong Kong which is Tricor Investor Services Limited, following the Transfer of Listing.

Warning: The Company's share price and trading volume had been extremely volatile since its Listing on GEM. The Company is unaware of any reason for the volatility and it may be volatile in the future.

TRANSFER OF LISTING

Reference is made to the announcement issued by the Company dated 16 May 2017 in relation to the formal application submitted to the Stock Exchange for the Transfer of Listing pursuant to Chapter 9A of the Main Board Listing Rules.

An application was made by the Company to the Stock Exchange for the listing of, and permission to deal in, (i) 1,000,000,000 Shares in issue; and (ii) any Shares which may fall to be allotted and issued upon exercise of any options which may be granted under the Share Option Scheme, by way of transfer of listing from GEM to Main Board.

The Board is pleased to announce that the approval-in-principle for the Transfer of Listing has been granted by the Stock Exchange on 8 September 2017. The last day of dealings in the Shares (Stock code: 8318) on GEM will be on Friday, 15 September 2017. It is expected that dealings in the Shares on the Main Board (stock code: 3728) will commence at 9:00

a.m. on Monday, 18 September 2017.

The Board confirms that as at the date of this announcement, all pre-conditions for the Transfer of Listing as set out in Rule 9A.02 of the Main Board Listing Rules have, insofar as applicable, been fulfilled in relation to the Company and the securities of the Company.

DEALINGS IN THE SHARES ON MAIN BOARD

The Shares have been accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from 29 March 2016, the date on which the Shares were first listed on GEM. Subject to continued compliance with the stock admission requirements of HKSCC, the Shares will continue to be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS once dealings in the Shares on the Main Board commence, and that all activities under CCASS are subject to the General Rules of the CCASS and CCASS Operational Procedures in effect from time to time.

The last day of dealings in the Shares on GEM (Stock code: 8318) will be on Friday, 15 September 2017. Dealings in the Shares on the Main Board (Stock code: 3728) will commence at 9: 00 a.m. on Monday, 18 September 2017.

The Transfer of Listing will have no effect on the existing share certificates in respect of the Shares, which will continue to be good evidence of legal title and be valid for trading, settlement and registration purposes and will not involve any transfer or exchange of the existing share certificates. No change is proposed to be made to the English and Chinese stock short names of the Company, the share certificate, the board lot size which is 20,000 Shares each, the trading currency of the Shares which is in Hong Kong dollars, and the share registrar and transfer office of the Company in Hong Kong which is Tricor Investor Services Limited, following the Transfer of Listing.

COMPLIANCE OF LISTING RULES

The Company does not have any material non-compliance incident or breach of listing rules since the Listing on GEM.

REASONS FOR THE TRANSFER OF LISTING

The Company has been listed on GEM since 29 March 2016. The Company is an investment holding company. The Group provides (i) substructure building work services; (ii) superstructure building work services; and (iii) RMAA work as a main contractor in Hong Kong.

The Board believes that the Proposed Transfer of Listing will enhance the corporate profile of our Company and improve the trading liquidity of the Shares and recognitions by potential investors. The Board is also of the view that the Proposed Transfer of Listing, if successful, is beneficial to the future growth and development of our Group and is in the overall interests of our Company and the Shareholders.

SHARE OPTION SCHEME

The Company adopted a share option scheme on 10 March 2016 pursuant on which the Company may grant options to individuals including any full-time or part-time employee of the Company or any member of the Group, including any Director, advisor, consultant or any subsidiaries of the Company, as incentives or rewards for the contribution to the Group. As at the date of this announcement, no option has been granted or outstanding under the Share Option Scheme. The total number of Shares in respect of which options may be granted under the Share Option Scheme shall not exceed 100,000,000 Shares.

The Share Option Scheme will remain valid and effective following the Transfer of Listing to the Main Board and will be implemented in full compliance with the requirements under Chapter 17 of the Main Board Listing Rules. Following the Transfer of Listing, (i) the Shares issued and to be issued upon exercise of options, which have been granted under the Share Option Scheme; and (ii) the Shares to be issued upon exercise of options, which may be granted under the Share Option Scheme, will be listed on the Main Board.

As at the date of this announcement, save for the options that may be granted under the Share Option Scheme, the Company does not have any other options, warrants or similar rights or convertible equity securities in issue which will be transferred to the Main Board.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Pursuant to Rule 9A.12 of the Main Board Listing Rules, the general mandates granted to the Directors to allot and issue new Shares and repurchase Shares by the Shareholders on 28 June 2017 will continue to be valid and remain in effect until the earliest of:

1. the conclusion of the next annual general meeting of the Company; or

2. the expiration of the period within which the next annual general meeting of the Company as required by its Articles of Association or any applicable law of the Cayman Islands to be held; or

3. the revocation or variation of such authority by an ordinary resolution of Shareholders in general meeting.

UNDERTAKING BY OUR CONTROLLING SHAREHOLDERS

Each of our Controlling Shareholders has undertaken to the Company and the Stock Exchange that he/she/it shall not, in the period of 12 months commencing on the date of the Transfer of Listing, dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the securities of the Company in respect of which he/she/it is the beneficial owner.

PUBLIC FLOAT

The Directors confirm that no less than 25% of the total issued share capital of the Company was held by the public (as defined in the Main Board Listing Rules) as at the Latest Practicable Date. Accordingly, the minimum 25% public float requirement has been maintained in compliance with Rule 8.08 of the Main Board Listing Rules.

PUBLICATION OF RESULTS

Upon the Transfer of Listing, the Company will cease the practice of reporting financial results on a quarterly basis and will follow the relevant requirements of the Main Board Listing Rules, which include publishing its interim results and annual results within two months and three months from the end of the relevant periods or financial years, respectively. The Directors are of the view that potential investors and Shareholders will continue to have access to relevant information of the Company following the reporting requirements under the Main Board Listing Rules.

COMPETING INTEREST

At the time of the listing of the Shares on GEM, Kingle Limited, Strong Knight Limited, Able Vantage Guesthouse Company Limited and Ching Wah Engineering Limited (previously known as Ching Lee Engineering Limited) (the ''Excluded Companies'') were excluded from the Group in order to streamline the core business of the Group.

Up to the Latest Practicable Date, each of the Excluded Companies remains clearly delineated from and not competing directly or indirectly with the Group.