NEW FOCUS AUTO TECH HOLDINGS LIMITED 新焦點汽車技術控股有限公司* (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 360)

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 you should take, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in New Focus Auto Tech Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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. NEW FOCUS AUTO TECH HOLDINGS LIMITED 新焦點汽車技術控股有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 360) (1) VERY SUBSTANTIAL ACQUISITION (2) CONNECTED TRANSACTION AND (3) NOTICE OF EGM Capitalized terms used in this cover shall have the same meanings as those defined in this circular. A letter from the Board is set out on pages 7 to 36 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 37 to 38 of this circular. A letter from First Shanghai, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 39 to 69 of this circular. A notice convening the EGM to be held at Room 2501, 25/F, Fortune Financial Centre, 5 Dong San Huan Central Road, Chaoyang District, Beijing, the PRC on Friday, 14 September 2018 at 10:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. A form of the proxy for use at the EGM is sent to the Shareholders together with this circular. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.nfa360.com/en/). Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending, and voting in person at the EGM or any adjournment thereof if you so desire. * For identification purposes only 24 August 2018 CONTENTS Page DEFINITIONS ................................................... 1 LETTER FROM THE BOARD ....................................... 7 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ............. 37 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ............ 39 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ...... I-1 APPENDIX II – FINANCIAL INFORMATION OF THE TARGET GROUP ..................................... II-1 APPENDIX III – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ..... III-1 APPENDIX IV – MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP .............................. IV-1 APPENDIX V – MANAGEMENT DISCUSSION AND ANALYSIS ON THE TARGET GROUP ..................... V-1 APPENDIX VI – GENERAL INFORMATION ...................... VI-1 NOTICE OF EGM ................................................ EGM-1 –i– DEFINITIONS In this circular, unless the context otherwise requires, the expressions below shall have the following meanings: “4S” sales, spare parts, service and survey “Acquisition” the acquisition of 100% of the equity interests in the Target Company by the Purchaser from the Vendor pursuant to the Equity Transfer Agreement “Acquisition Announcements” the announcements of the Company dated 11 September 2017, 21 September 2017, 28 December 2017, 2 March 2018 and 29 June 2018 in relation to, among other things, the Acquisition “Articles” the articles of association of the Company “associate” has the meaning ascribed to it under the Listing Rules “Benchmark Date” 31 October 2017 “Board” the board of directors of the Company “CDH China Fund” CDH China Fund III, L.P., a limited liability partnership incorporated in the Cayman Islands and one of the funds which is indirectly controlled by CDH Company and therefore an associate of CDH Company “CDH Company” China Diamond Holdings Company Limited, a company incorporated in the British Virgin Islands and the indirect controlling shareholder of the Company “CDH Matrix” CDH Matrix Limited, a company incorporated in the British Virgin Islands and is a wholly owned subsidiary of Li & Lung and an indirect controlling shareholder of the Vendor as at the Latest Practicable Date “Company” New Focus Auto Tech Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 360) –1– DEFINITIONS “Completion” the completion of the Acquisition pursuant to the terms of the Equity Transfer Agreement “Completion Date” the date of the Completion “Conditions Precedent” the conditions precedent to Completion under the Equity Transfer Agreement “connected person” has the meaning ascribed to it under the Listing Rules “Consideration” the consideration in the amount of RMB660,000,000 payable by the Purchaser to the Vendor for the Acquisition under the Equity Transfer Agreement “controlling shareholder” has the meaning ascribed to it under the Listing Rules “Directors” the directors of the Company “EGM” the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve, among other things, the Equity Transfer Agreement and the transactions contemplated thereunder “Enlarged Group” the Group and the Target Group “Equity Transfer Agreement” the equity transfer agreement dated 2 March 2018 entered into between the Purchaser and the Vendor in relation to the Acquisition “Fame Mountain” Fame Mountain Limited, a company incorporated in the British Virgin Islands with limited liability and a substantial shareholder of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC –2– DEFINITIONS “Independent Board the independent board committee of the Company Committee” comprising Mr. Hu Yuming, Mr. Lin Lei and Mr. Zhang Xiaoya, being all the independent non-executive Directors, which has been formed to advise the Independent Shareholders on the Equity Transfer Agreement and the transactions contemplated thereunder “Independent Financial First Shanghai Capital Limited, a licensed corporation Adviser” or “First Shanghai” to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, which has been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Equity Transfer Agreement and the transactions contemplated thereunder “Independent Shareholders” the Shareholders other than (i) CDH Company and its associates and (ii) any other Shareholders who have a material interest in the Equity Transfer Agreement and the transactions contemplated thereunder “Inner Mongolia” the Inner Mongolia Autonomous Region of the PRC “Latest Practicable Date” 23 August 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “Loan” the loan in the principal amount of HK$290,000,000 provided by the Company to the Vendor pursuant to the Loan Agreement, further details of which are set out in the Loan Announcement “Loan Agreement” the loan agreement dated 28 December 2017 entered into between the Company (as the lender), the Vendor (as the borrower) and the Operating Companies (as the guarantors), further details of which are set out in the Loan Announcement “Loan Announcement” the announcement of the Company dated 28 December 2017 in relation to, among other things, the Loan “Li & Lung” Li & Lung Limited, a company incorporated in the British Virgin Islands with limited liability –3– DEFINITIONS “Lifeng Automobile” Inner Mongolia Lifeng Automobile Co., Ltd.* (內蒙古利豐汽車有限公司), a company established under the laws of the PRC with limited liability “Lifeng Group” Lifeng Automobile and its subsidiaries “Lifeng Management” the management personnel of the Lifeng Group “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Mr. Du” Mr. Du Jinglei, who is (i) a Director and the chairman of the Board; and (ii) a managing director of CDH Investments Management (Hong Kong) Limited, which is an indirect non-wholly owned subsidiary of CDH Company and advises a number of funds which are indirectly controlled by CDH Company, including CDH China Fund and CDH Fund IV, L.P., an indirect controlling shareholder of the Company “Mr. Mo” Mr. Mo Keung, an individual who is a Hong Kong resident and holds the entire equity interest of Fame Mountain “Operating Companies” collectively, the 35 companies established

Load more