CWT International : Announcements and Notices - Quarterly Announcement,update on Debt Restructure Plan 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

(Receivers Appointed)

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

QUARTERLY ANNOUNCEMENT,

UPDATE ON DEBT RESTRUCTURE PLAN

AND CONTINUED SUSPENSION OF TRADING

This announcement is made by CWT International Limited (Receivers appointed) (the "Company", and together with its subsidiaries, the "Group") pursuant to Rule 13.24A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

Reference is made to the announcements of the Company dated 16, 22 and 30 April 2019, and 6, 12 and 27 June 2019 (the "Previous Announcements"). Capitalised terms used in this announcement have the same meanings as defined in the Previous Announcements unless the context requires otherwise.

UPDATE ON DEBT RESTRUCTURE PLAN

As mentioned in the announcement dated 6 June 2019, the Company is undertaking the Debt Restructure Plan so that the Group will be able to continue as a going concern. The following is an update of each item under the Debt Restructure Plan as at the date of this announcement:

1. Fund-raisingfrom refinancing activities to repay the outstanding amounts under the Facility Agreement
   Further to the announcement dated 27 June 2019, the Board is still negotiating with an independent third party in relation to the issue of the Refinancing Notes. The subscription agreement in relation to the Refinancing Notes is still being finalized. Once there is any definitive development in relation to the proposal for the Refinancing Notes, the Company will issue a further announcement to provide the relevant updates.
   The Company is also continuing its discussions and negotiations with the lenders under the Facility Agreement and the Receivers on devising other viable and mutually acceptable arrangements and plans for the repayment of the outstanding amounts due under the Facility Agreement.

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1. Release of enforcement on the Charged Assets and continuation of the Group's operations
   If the subscription agreement for the Refinancing Notes is successfully entered into and when such notes are issued (following satisfaction of the relevant conditions precedent to funding), the net proceeds from such issue will be applied to repay the outstanding amounts under the Facility Agreement in full (including related interest and fees) and upon settlement of the outstanding amounts under the Facility Agreement, the Charged Asset will be released to the Group subject to the terms of the subscription agreement.
   The Group is actively negotiating with the lender of the UK Property Loan not to exercise its rights to request for immediate repayment. The Group is also actively negotiating with the other current financiers to continue providing finance to the Group, in particular with the financiers for the revolving trade facilities which are crucial for the Group's ability to carry out its commodity marketing business.
2. Disposal plans of the Group to repay the Refinancing Facility

Subject to the above, the Company intends to dispose of the UK Property, certain investment properties in the United States, certain golf courses in China and certain other business operations other than the provision of logistics services. If these disposal plans could be realized, it is expected that the net proceeds to be derived from the disposal of these assets will be used to repay the Refinancing Notes, where applicable. Such repayment is expected to be completed on or before the resumption of trading of the Company's shares on the Stock Exchange.

UPDATES ON BUSINESS OPERATIONS

To the best knowledge of the Directors, as at the date of this announcement (and save as disclosed in the Previous Announcements and this announcement), the business operations of the Group are continuing as usual in all material respects.

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RESUMPTION GUIDANCE

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. That 18-month period for the Company's current trading suspension will expire 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 Stock Exchange has given certain resumption guidance to the Company, namely: (a) the Company must demonstrate a sufficient level of operations or assets under Rule 13.24 of the Listing Rules to warrant the continued listing of the Company's shares; and (b) the Company must announce all material information for shareholders and investors to appraise its position.

The Company is continuing its negotiations to implement the Debt Restructure Plan, including raising funds for refinancing purposes to repay the outstanding amounts under the Facility Agreement. Upon the materialisation of the Debt Restructure Plan, the Company will make submissions to the Stock Exchange for the resumption of the trading of its shares on the Stock Exchange as soon as possible pursuant to the resumption guidance provided by the Stock Exchange to the Company on 29 April 2019. The Company will make additional announcements if and when there are further material developments in relation to the Debt Restructure Plan.

The Company confirms that it is currently not aware of any inside information that needs to be disclosed under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). The Company will issue further announcement(s) to provide updates on the above matters as and when required pursuant to Rule 13.24A of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance.

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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 with respect to the default under the Facility Agreement and the Debt Restructure Plan.

By order of the Board

CWT INTERNATIONAL LIMITED

(Receivers appointed)

Ding Lei

Executive Director

Hong Kong, 9 July 2019

As at the date of this announcement, the Board comprises Mr. Zhu Weijun (Executive Director and Co-Chairman), Mr. Ding Lei (Executive Director and Co-Chairman), Mr. Li Tongshuang (Executive Director and Chief Executive Officer), Mr. Zhao Quan (Executive Director), Mr. Chen Chao (Executive Director), 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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