Shenzhou Intl : VOLUNTARY ANNOUNCEMENT SALE OF EXISTING SHARES

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.

SHENZHOU INTERNATIONAL GROUP HOLDINGS LIMITED

（申 洲 國 際 集 團 控 股 有 限 公 司 * ）

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2313)

VOLUNTARY ANNOUNCEMENT

SALE OF EXISTING SHARES

The Company has been informed by the Vendors that on 20 September 2019 (before trading hours), the Vendors entered into a secondary block trade agreement with the Manager for the sale and purchase of the Shares to professional, institutional, corporate, or other investors at the purchase price of HK$102.00 per Share. Keep Glory and Fairco will sell 27,979,750 Shares and 3,720,250 Shares, respectively, under the Sale. Completion of the Sale is expected to take place on 24 September 2019.

Shenzhou International Group Holdings Limited (the "Company") has been informed by Keep Glory Limited ("Keep Glory") and Fairco Group Limited ("Fairco", together with Keep Glory, the "Vendors") that on 20 September 2019 (before trading hours), the Vendors entered into a secondary block trade agreement (the "Block Trade Agreement") with The Hongkong and Shanghai Banking Corporation Limited (the "Manager") for the sale and purchase of 31,700,000 existing ordinary shares (the "Shares") in the share capital of the Company to professional, institutional, corporate or other investors at the purchase price of HK$102.00 per Share (the "Sale"). Keep Glory and Fairco will sell 27,979,750 Shares and 3,720,250 Shares, respectively, under the Sale. Completion of the Sale is expected to take place on 24 September 2019 (the "Completion Date").

• for identification purposes only

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The Company has been further informed that each of the Vendors undertakes to the Manager under the Block Trade Agreement that, from the date of the Block Trade Agreement and on or prior to the date being 90 days after the Completion Date, it shall not and shall procure that none of their respective nominees, any persons controlled by any of them (other than the Company), any trust associated with any of them or any person acting on behalf of any of them, shall (without the prior written consent of the Manager) (i) offer, sell, lend, contract to sell, pledge, grant any option over, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by any of the Vendors or any of their affiliates or any person in privity with any of the Vendors or any of their affiliates, directly or indirectly, any equity securities of the Company or any securities convertible into or exercisable or exchangeable for any such equity securities of the Company,

1. enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, or (iii) publicly announce any intention to enter into or effect any such transaction.

As at the date of this announcement, Keep Glory is interested in a total of 700,803,750 Shares, representing approximately 46.62% of the existing issued share capital of the Company, and Fairco is interested in a total of 79,465,250 Shares, representing approximately 5.29% of the existing issued share capital of the Company. Keep Glory is a controlling shareholder (as defined in the Listing Rules) of the Company. Keep Glory is owned as to approximately 78.89% by Splendid Steed Investments Limited which is wholly-owned by Mr. Ma Jianrong (an executive director of the Company), approximately 14.69% by BMX (HK) Ltd. which is wholly-owned by Mr. Huang Guanlin (an executive director of the Company, brother-in-law of Mr. Ma Jianrong and son-in-law of Mr. Ma Baoxing) and approximately 6.42% by Super China Enterprises Limited, which is wholly-owned by Mr. Ma Baoxing (father of Mr. Ma Jianrong). Fairco is owned as to approximately 77.08% by MCC Group Ltd. ("MCC") and approximately 22.92% by certain members of the senior management of the Company and its subsidiaries (together, the "Group"), including Mr. Wang Cunbo and Ms. Chen Zhifen (the executive directors of the Company). MCC is wholly-owned by Mr. Ma Renhe, an executive director of the Company and a cousin of Mr. Ma Jianrong.

Upon completion of the Sale and assuming that there is no change in the issued share capital of the Company, Keep Glory and Fairco will hold 672,824,000 Shares, representing approximately 44.76% in the issued share capital of the Company, and 75,745,000 Shares, representing approximately 5.04% in the issued share capital of the Company, respectively.

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The board of directors of the Company does not expect the Sale to have any material impact on the business or operations of the Group.

By Order of the Board

Shenzhou International Group Holdings Limited

Ma Jianrong

Chairman

Hong Kong, 20 September 2019

As at the date of this announcement, the five executive directors of the Company are Mr. Ma Jianrong, Mr. Huang Guanlin, Mr. Ma Renhe, Mr. Wang Cunbo and Ms. Chen Zhifen; and the four independent non-executive directors are Mr. Chen Xu, Mr. Jiang Xianpin, Mr. Qiu Weiguo, and Mr. Zhang Bingsheng.

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