China Outfitters : SUPPLEMENTAL ANNOUNCEMENT TO THE ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2018

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(Stock code: 1146)

SUPPLEMENTAL ANNOUNCEMENT TO THE ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2018

Reference is made to the annual report of China Outfitters Holdings Limited (the "Company", together with its subsidiaries, the "Group") for the year ended 31 December 2018 (the "2018 Annual Report") published on 4 April 2019. Unless otherwise defined, terms used herein shall bear the same meanings as those defined in the 2018 Annual Report.

Based on the prospectus of the Company dated 29 November 2011 (the "Prospectus"), the total net proceeds from the IPO amounted to approximately HK$803.9 million (equivalent to approximately RMB654.8 million), including the net proceeds from the partial exercise of the over-allotment option on 30 December 2011. Reference is also made to the paragraphs headed "Use of proceeds from the IPO" of the 2018 Annual Report. The board (the "Board") of directors (the "Directors") of the Company would like to provide additional information, including the timing of any unutilised portion, in the 2018 Annual Report as follows:

The below table sets out the proposed applications of the net proceeds from the Listing Date to 31 December 2018:

			Actual use of
			proceeds from
			the Listing		Unutilized
	Planned use of		Date to		proceeds as at
	proceeds		31 December 2018		31 December 2018
	HK$' million		HK$' million		HK$' million
Licensing or acquisition
of additional recognised
international brands	380.7	278.0	102.7
Expansion and enhancement
of existing logistical system	193.1	193.1	-
Settlement of shareholder's
loan	152.8	147.1	5.7
General working capital	77.3	-	77.3
	803.9	618.2	185.7
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As at 31 December 2018, the amount of the unutilized IPO proceeds for licensing or acquisition of additional recognized international brands or establishing joint ventures with these brand owners was approximately HK$102.7 million. As the Company generally adopts a prudent approach for its investment in licensing or acquisition of recognized international brands and is cautious in selecting joint-venture partners, the Company is still looking for potential targets and hopefully could utilize such amount by 31 December 2021.

As at 31 December 2018, there was no unutilized IPO proceeds for the expansion and enhancement of existing logistical system and the establishment of warehouses and logistics centres as the proceeds earmarked for these expenditures have been utilized in full.

As at 31 December 2018, the amount of the unutilized IPO proceeds for settlement of the shareholder's loan owing to CEC Outfitters was approximately HK$5.7 million which represented the foreign exchange difference on conversion of the RMB denominated loan into HK$. The unutilized portion will be reclassified as "general working capital" for future usage and is expected to be utilized in the financial year ending 31 December 2019.

As at 31 December 2018, no IPO proceeds have been used for additional general working capital of the Group as the Group normally used cash generated from the normal course of business to fulfil its working capital requirements. The unutilized amount of HK$77.3 million is expected to be utilized in full in the financial years ending 31 December 2019 and 2020.

The supplementary information provided in this announcement does not affect other information contained in the 2018 Annual Report and, save as disclosed above, the contents of the 2018 Annual Report remain unchanged.

By Order of the Board

China Outfitters Holdings Limited

Zhang Yongli

Chairman

Shanghai, 9 October 2019

As at the date of this announcement, the executive Directors of the Company are Mr. Zhang Yongli, Mr. Sun David Lee and Ms. Huang Xiaoyun; the non-executive Director is Mr. Wang Wei; and the independent non-executive Directors are Mr. Kwong Wilson Wai Sun, Mr. Cui Yi and Mr. Yeung Chi Wai.

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