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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in CHTC Fong’s Industries Company Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. CHTC FONG’S INDUSTRIES COMPANY LIMITED 恒天立信工業有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 641) DISCLOSEABLE AND CONNECTED TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the board of directors of CHTC Fong’s Industries Company Limited is set out on pages 4 to 20 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 21 to 22 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 23 to 38 of this circular. A notice convening the SGM to be held at 8th Floor, 22-28 Cheung Tat Road, Tsing Yi, Hong Kong on Tuesday, 11 August 2015 at 11:00 a.m. is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at 8th Floor, 22-28 Cheung Tat Road, Tsing Yi, Hong Kong as soon as possible but in any event not later than 48 hours before the appointed time for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish. 24 July 2015 CONTENTS Page Definitions ................................................................. 1 Letter from the Board ...................................................... 4 Letter from the Independent Board Committee ............................... 21 LetterfromQuamCapital .................................................. 23 Appendix I – Property Valuation Report ................................. I-1 Appendix II – General Information ...................................... II-1 Notice of Special General Meeting ........................................... SGM-1 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: ‘‘Acquisition’’ the acquisition by the Purchaser of the Sale Shares pursuant to the terms and conditions of the Agreement ‘‘Agreement’’ the sale and purchase agreement dated 25 June 2015 entered into between the Purchaser and the Vendors in relation to the Acquisition ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day (other than a Saturday or Sunday or any day on which a tropical cyclone warning no. 8 or above, or a ‘‘black’’ rainstorm warning, is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered or discontinued at or before 12:00 noon) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours ‘‘Bye-laws’’ the bye-laws of the Company ‘‘close associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Company’’ CHTC Fong’s Industries Company Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the Main Board ‘‘Completion’’ completion of the Acquisition ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Consideration’’ the aggregate consideration of RMB146,139,690 (equivalent to approximately HK$182,675,000) for the sale and purchase of the Sale Shares under the Agreement ‘‘Director(s)’’ the director(s) of the Company ‘‘Group’’ the Company and its subsidiaries ‘‘Hengtian Real Estate’’ 恒天地產有限公司 (Hengtian Real Estate Company Limited*), a company incorporated in the PRC and the attributable interest of it held by the Parent Company is 47.35% as at the Latest Practicable Date ‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong – 1 – DEFINITIONS ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board Committee’’ the independent committee of the Board comprising all independent non-executive Directors, namely Mr. Ying Wei,Dr.YuenMingFaiandMr.LiJianxin,establishedto provide recommendation to the Independent Shareholders in relation to the Agreement and the transactions contemplated thereunder ‘‘Independent Shareholder(s)’’ Shareholder(s) other than the Parent Company and its associate(s) ‘‘Latest Practicable Date’’ 21 July 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Main Board’’ the Main Board of the Stock Exchange ‘‘Parent Company’’ 中國恒天集團有限公司 (China Hi-Tech Group Corporation), the controlling shareholder of the Company holding approximately 55.80% of the entire issued share capital of the Company as at the Latest Practicable Date ‘‘PRC’’ the People’s Republic of China ‘‘PRC GAAP’’ generally accepted accounting principles in the PRC ‘‘Purchaser’’ 立信染整機械（深圳）有限公司 (Fong’s National Engineering (Shenzhen) Company Limited*), a wholly- owned subsidiary of the Company ‘‘Quam Capital’’ or ‘‘Independent Quam Capital Limited, a corporation licensed to carry out Financial Adviser’’ Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Agreement and the transactions contemplated thereunder ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Sale Shares’’ 100% of the paid up registered capital of the Target ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) – 2 – DEFINITIONS ‘‘SGM’’ the special general meeting of the Company to be held to consider and, if thought fit, to approve the Agreement and the transactions contemplated thereunder ‘‘Share(s)’’ ordinary share(s) of HK$0.05 each in the capital of the Company ‘‘Shareholder(s)’’ registered holder(s) of the Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Target’’ 佛山市禪華德信息科技有限公司 (Foshan City Chanhuade Information Technology Limited*), a company incorporated in the PRC ‘‘Vendors’’ 北京華德投資有限公司 (Beijing Huade Investment Co., Ltd.*), a company incorporated in the PRC, holding 75% paid up registered capital of the Target; and 佛山市匯銀金盛投資有限公司 (Foshan City Huiyin Jinsheng Investment Co., Ltd.*), a company incorporated in the PRC, holding 25% paid up registered capital of the Target ‘‘%’’ per cent Unless otherwise specified and for illustration purpose only, the conversion of RMB into HK$ adopted in this circular is based on the approximate exchange rate of RMB1.00 to HK$1.25. Such conversion should not be construed as a representation that the currency could actually be converted to HK$ at that rate or at all. All English translations of Chinese names in this circular marked with ‘‘*’’ are not official English names and are for identification purpose only. – 3 – LETTER FROM THE BOARD CHTC FONG’S INDUSTRIES COMPANY LIMITED 恒天立信工業有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 641) Executive Directors: Registered office: Mr. Shi Tinghong (Chairman) Canon’sCourt Mr. Ji Xin (Chief Executive Officer) 22 Victoria Street Mr. Wan Wai Yung Hamilton HM 12 Mr. Fong Kwok Leung, Kevin Bermuda Non-Executive Director: Head office and principal Mr. Ye Maoxin (Vice-Chairman) place of business: 8th Floor Independent Non-executive Directors: 22-28 Cheung Tat Road Mr. Ying Wei Tsing Yi Dr.YuenMingFai Hong Kong Mr. Li Jianxin 24 July 2015 To the Shareholders Dear Sirs or Madam, DISCLOSEABLE AND CONNECTED TRANSACTION AND NOTICE OF SPECIAL GENERAL MEETING INTRODUCTION On 25 June 2015, the Board was pleased to announce that the Purchaser, a wholly-owned subsidiary of the Company, entered into the Agreement with the Vendors pursuant to which the Purchaser has conditionally agreed to acquire the Sale Shares (representing 100% of the paid up registered capital of the Target) from the Vendors at the aggregate consideration of RMB146,139,690 (equivalent to approximately HK$182,675,000). – 4 – LETTER FROM THE BOARD The Target is a substantial shareholder, holding 13.26% paid up registered capital, of Hengtian Real Estate. As the attributable interest of Hengtian Real Estate held by the Parent Company is 47.35%, the acquisition of the Target constitutes

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