Tou Rong Chang Fu : FURTHER EXTENSION OF LONG STOP DATE AND EXCLUSIVITY PERIOD UNDER THE MEMORANDUM OF UNDERSTANDING IN RESPECT OF THE POSSIBLE ACQUISITION OF THE ENTIRE EQUITY INTERESTS IN CHUANGXIN INSURANCE SALES CO., LTD.

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.

Tou Rong Chang Fu Group Limited

投融長富集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 850) FURTHER EXTENSION OF LONG STOP DATE AND EXCLUSIVITY PERIOD UNDER THE MEMORANDUM OF UNDERSTANDING IN RESPECT OF THE POSSIBLE ACQUISITION OF THE ENTIRE EQUITY INTERESTS IN CHUANGXIN INSURANCE SALES CO., LTD.#

References are made to the announcement of Tou Rong Chang Fu Group Limited (the "Company") dated 4 May 2016 in relation to, among other things, the entering into of the non-legally binding memorandum of understanding (the "MOU") dated 4 May 2016 in respect of the possible acquisition of 100% of the registered and paid up capital of 創信保險 銷售有限公司 (Chuangxin Insurance Sales Co., Ltd.#) from 杭州投融長富金融服務集團 有限公司 (Hangzhou Tou Rong Chang Fu Financial Services Group Limited#), a substantial shareholder of the Company, and the announcements of the Company dated 3 August 2016 and 25 August 2016 in relation to, among other things, the extension of the long date stop and exclusivity period under the MOU (collectively, the "Announcements"). Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless the context requires otherwise.

As disclosed in the Announcements, the Purchaser (or its designated subsidiary), the Vendor and the Vendor's Guarantor shall negotiate in good faith with the view of entering into the legally-binding Formal Agreement on or before 31 December 2016 (or such later date as may be agreed among the parties to the MOU in writing), and in the event that the Formal Agreement is not entered into among the Purchaser (or its designated subsidiary), the Vendor and the Vendor's Guarantor on or before 31 December 2016 (or such later date as may be agreed among the parties to the MOU in writing), the MOU shall be cancelled and in any event, the Vendor shall forthwith refund the Deposit and the Further Deposit (without interest) to the Purchaser.

In addition, as disclosed in the Announcements, in consideration of the expenses to be incurred by the Purchaser in negotiation of the MOU and conducting the Due Diligence Review, it is agreed that the Vendor will not, and will procure its directors, officers, employees, representatives and agents not to, directly or indirectly, during the period from the date of the MOU up to 31 December 2016 (or such later date as may be agreed among the parties to the MOU in writing), (i) solicit, initiate or encourage inquiries or offers from; or (ii) initiate or continue negotiations or discussions with or furnish any information to; (iii) enter into any agreement or statement of intent or understanding with, any person or entity (a) to sell or otherwise deal with equity interests in the Target; (b) to sell the business or assets of the Target Group; and/or (c) to approve the transfer of shareholding interests in any members of the Target Group or to enter into any transactions for the subscription of shares of any members of the Target Group and/or any transactions having similar effect.

The Board wishes to inform the Shareholders and investors that, as additional time is required for the Due Diligence Review and the negotiation of the terms of the Possible Acquisition, the Purchaser, the Vendor and the Vendor's Guarantor entered into an extension letter (the "Third Extension Letter") on 3 January 2017 (after trading hours of the Stock Exchange), pursuant to which the parties agreed to extend the long stop date for the entering into of the Formal Agreement and the expiry date of the exclusivity period under the MOU (as amended and supplemented by the Extension Letter and the Further Extension Letter) to 31 March 2017 (or such later date as may be agreed among the Purchaser, the Vendor and the Vendor's Guarantor in writing).

The Directors consider that the terms of the Third Extension Letter are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Save for the aforementioned, all other terms of the MOU (as amended and supplemented by the Extension Letter and the Further Extension Letter) remain unchanged.

The Board wishes to emphasise that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition is materialised, it may constitute a notifiable transaction and a connected transaction on the part of the Company. Shareholders and investors are urged to exercise caution when dealings in the securities of the Company. Further announcement(s) in respect of the Possible Acquisition will be made by the Company as and when appropriate in accordance with the Listing Rules.

By order of the Board

Tou Rong Chang Fu Group Limited Poon Sum

Honorary Chairman

Hong Kong, 3 January 2017

# The English transliteration of the Chinese name(s) in this announcement, where indicated, is included for information purpose only, and should not be regarded as the official English name(s) of such Chinese name(s).

As at the date hereof, the Board comprises (i) five executive Directors, namely Mr. Li Zhenjun, Mr. Poon Sum, Mr. Wong Kwok Leung, Mr. Poon Wai Kong and Mr. Hu Dehua; and

(ii) three independent non-executive Directors, namely Mr. Chan Shu Kin and Mr. Cheung Kwan Hung and Mr. Chiu Wai Piu.