China Rongsheng Announces Share Transfer Agreement

The board of directors of China Rongsheng Heavy Industries Group Holdings Limited was informed that on 24 January 2013, Fine Profit Enterprises Limited and Boom Will Limited entered into a share transfer agreement, pursuant to which Fine Profit agreed to sell to Boom Will, and Boom Will agreed to acquire from Fine Profit, an aggregate of 490,000,000 shares of a nominal value of HK$0.1 each in the Company, representing approximately 7.0% of the issued share capital of the Company, at a total consideration of HK$820,260,000, representing HK$1.674 per Share.

The consideration of HK$1.674 per Share for the First Transfer represents the average closing price of HK$1.674 per Share as quoted on The Stock Exchange of Hong Kong Limited for the last five consecutive trading days up to and including the last trading day prior to the date of the Share Transfer Agreement.

Pursuant to the Share Transfer Agreement, Boom Will has undertaken that it will not dispose of any of the Shares acquired pursuant to the Share Transfer Agreement within five years from the date of completion of the First Share Transfer without the written consent of Fine Profit.

Prior to the completion of the First Share Transfer, Fine Profit was the controlling shareholder of the Company and wholly-owned by Mr. Zhang Zhi Rong.

Boom Will is wholly-owned by Mr. Chen Qiang, the Chairman of the Board, Chief Executive Officer, and an executive Director of the Company.

Acquisition of Shares by Mr. Zhang De Huang from Controlling Shareholder

The Board was further informed that on 24 January 2013, Fine Profit agreed to transfer 800,000,000 Shares (representing approximately 11.43% of the issued share capital of the Company) to Gallop Sun Limited at nil consideration. Gallop Sun is a company wholly-owned by Mr. Zhang De Huang, the father of Mr. Zhang.

Shareholding in the Company after completion of the Share Transfers

As advised by Mr. Chen, immediately after the completion of the First Share Transfer, Mr. Chen will be deemed interested, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), in 1,166,000,000 Shares (representing approximately 16.66% of the total issued share capital of the Company), comprising 676,000,000 Shares and 420,000,000 Shares held by Boom Will and Leader World Investments Limited, respectively, and interest in share options to subscribe for 70,000,000 Shares. Leader World Investments Limited is a company beneficially owned by Mr. Chen as to approximately 38.33%.

As advised by Mr. Zhang De Huang, immediately after the completion of the Second Share Transfer, Mr. Zhang De Huang will be deemed interested, within the meaning of Part XV of the Securities and Futures Ordinance, in 800,000,000 Shares held by Gallop Sun (representing approximately 11.43% of the issued share capital of the Company).

As advised by Mr. Zhang, immediately after the completion of the Share Transfers, Mr. Zhang will be deemed interested, within the meaning of Part XV of the Securities and Futures Ordinance, in 2,052,281,157 Shares (representing approximately 29.32% of the total issued share capital of the Company), comprising 1,943,557,157 Shares and 108,724,000 Shares held by Fine Profit and Wealth Consult Limited, respectively, both of which are companies 100% directly or indirectly beneficially owned by Mr. Zhang. Accordingly, each of Mr. Zhang and Fine Profit shall cease to be a controlling shareholder of the Company immediately after the completion of the Share Transfers and Mr. Zhang remains as the single largest beneficial shareholder of the Company.

[mappress]

Press Release, January 30, 2013