CWT International : Announcements and Notices - Inside Information Announcement Resumption Guidance Delay in Despatch of Annual Report for the Year Ended 31 December 2018 and Continued Suspension of Trading

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.

CWT INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

INSIDE INFORMATION ANNOUNCEMENT

RESUMPTION GUIDANCE

DELAY IN DESPATCH OF ANNUAL REPORT FOR

THE YEAR ENDED 31 DECEMBER 2018

AND

CONTINUED SUSPENSION OF TRADING

This announcement is made by the Company pursuant to Rules 13.09(2)(a) and 13.19 of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcements of CWT International Limited (the "Company" and together with its subsidiaries, the "Group") dated 16 and 22 April 2019 (the "Previous Announcements"). Capitalised terms used herein shall have the same meanings as defined in the Previous Announcements unless the context requires otherwise.

UPDATE ON ENFORCEMENT ACTIONS RESULTING FROM LOAN DEFAULT

As mentioned in the Previous Announcements, the Company had defaulted on the payment of outstanding amounts due under the Facility Agreement by the deadline specified by the lenders under the Facility Agreement, the security agent of the charged assets under the Facility Agreement has taken enforcement actions over certain of the charged assets on 18 April 2019, namely, it is taking possession over 100% shareholding of the Group in the respective holding companies of CWT Pte. Limited (a wholly-owned subsidiary of the Company which holds the group of entities engaging in the following business segments of the Group: logistic services, commodity marketing, engineering services and financial services), the investment properties located in the United States, and the golf courses located in China (which represent the sports and leisure related facilities of the Group in this segment of business), and have appointed joint receivers and managers over such charged assets (the "Receivers"). As of the date of this announcement, the security agent is also taking possession over 100% shareholding in the holding companies holding the Group's investment properties located in the United Kingdom (which is classified as non-current assets held-for-sale with a book value of approximately HK$1,200 million as at 31 December 2018). As a result of the above enforcement actions, the Group no longer has any

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power or authority to deal with the above charged assets or exercise any rights attached to or in relation to those charged assets, except to the extent that any authority is specifically delegated to it in writing by the Receivers. All dealings in those charged assets must now be authorised by one of the Receivers or their authorised representatives. The charged assets over which Receivers have been appointed represent the vast majority of the total assets of the Group.

As of the date of this announcement, despite the above actions, the operations of CWT Pte. Limited are continuing as usual.

The Company is continuing its discussions and negotiations with the lenders under the Facility Agreement and the Receivers on devising viable and acceptable arrangements and plans for the repayment of the outstanding amounts due under this Facility Agreement. As of the date of this announcement, these discussions and negotiations are on-going and the Company will issue further announcement(s) to inform shareholders and potential investors of the Company of any material updates and developments on the above matters as and when required pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

RESUMPTION GUIDANCE

On 29 April 2019, The Stock Exchange of Hong Kong Limited (the "Stock Exchange") gave the Company the following resumption guidance:

(i)demonstrate a sufficient level of operations or assets under Rule 13.24 of the Listing Rules to warrant the continued listing the Company's shares; and

(ii)announce all material information for shareholders and investors to appraise its position.

The Stock Exchange also stated that the Company must remedy the issue(s) causing its trading suspension and fully comply with the Listing Rules to the Stock Exchange's satisfaction before trading in its securities is allowed to resume. For this purpose, the Company has the primary responsibility to devise its action plan for resumption. The Stock Exchange has set out the resumption guidance which it may modify or supplement if the Company's situation changes.

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Under Rule 6.01A(1) of the Listing Rules, the Stock Exchange may cancel the Company's listing if trading in the Company's shares has remained suspended for 18 continuous months. The 18-month period expires on 9 October 2020. If the Company fails to remedy the issues causing its trading suspension and fully comply with the Listing Rules to the Stock Exchange's satisfaction and resume trading in its shares by 9 October 2020, the Listing Department of the Stock Exchange will recommend the Listing Committee to proceed with the cancellation of the Company's listing. This is subject to the Stock Exchange's right to impose a shorter specific remedial period under Rule 6.10 of the Listing Rules where appropriate.

The Company is taking appropriate steps to resolve the issues causing its trading suspension and to fully comply with the Listing Rules to the Stock Exchange's satisfaction. The Company will seek to resume trading of its shares as soon as possible.

DELAY IN DESPATCH OF ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2018

The board of directors of the Company wishes to inform the shareholders of the Company that there will be a delay in the despatch (the "Delay in Despatch") of its annual report for the year ended 31 December 2018 (the "2018 Annual Report"). The Delay in Despatch is due to the occurrence of the default of payment obligations under the Facility Agreement (and the resulting cross default of a term loan facility as stated in the Company's announcement dated 16 April 2019), after the publication of the announcement of the final results for the year ended 31 December 2018 which was released on 27 March 2019. As a result of the recent occurrence of the aforesaid default events, the 2018 Annual Report, including the financial statements contained therein, will need to be updated to incorporate the impact of the aforesaid default events. In this connection, the Company would like to add that the approval date of the 2018 financial statements in the 2018 Annual Report will be brought down and accordingly the related audit work is yet to be completed by the Company's auditors, and certain contents in the announcement of the final results dated 27 March 2019 will also need to be updated.

Accordingly, the Company needs more time to review, update and finalise the contents of the 2018 Annual Report and the Company's auditors need more time to complete the relevant audit work, which would need to take into account, among other, the progress and agreement of the on-going discussions and negotiations with the lenders under the Facility Agreement and the Receivers on devising viable and acceptable arrangements and plans for the repayment of the outstanding amounts due under this Facility Agreement.

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Pursuant to Rule 13.46(1)(a) of the Listing Rules, the Company is required to despatch the 2018 Annual Report to its shareholders on or before 30 April 2019, being not more than four months after the end of the financial year to which the report relates. The Delay in Despatch constitutes non-compliance of Rule 13.46(1)(a) of the Listing Rules.

The Company will issue further announcement(s) to inform shareholders and potential investors of the Company of any material developments in connection with the 2018 Annual Report and the Delay in Despatch as and when required pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

CONTINUED SUSPENSION OF TRADING

At the request of the Company, trading in the shares of the Company on the Stock Exchange was halted from 2:32 p.m. on 10 April 2019 and will remain suspended pending the further release of an inside information announcement regarding updates on the above matters with respect to the default under the Facility Agreement and the despatch of the annual report for the year ended 31 December 2018, whichever is the latter.

By order of the Board

CWT INTERNATIONAL LIMITED

Mung Kin Keung

Executive Director

Hong Kong, 30 April 2019

As at the date of this announcement, the Board comprises Mr. Xu Haohao (Executive Director and Co-Chairman), Mr. Mung Kin Keung (Executive Director and Co-Chairman), Mr. Li Tongshuang (Executive Director and Chief Executive Officer), Mr. Zhao Quan (Executive Director), Mr. Ding Lei (Executive Director and Executive Vice President), Mr. Mung Bun Man, Alan (Non-executive Director), Mr. Leung Shun Sang, Tony (Independent Non-executive Director), Mr. Liem Chi Kit, Kevin (Independent Non-executive Director) and Mr. Lam Kin Fung, Jeffrey (Independent Non-executive Director).

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