Carpenter Tan : DISCLOSEABLE TRANSACTION - SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCT

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CARPENTER TAN HOLDINGS LIMITED

譚 木 匠 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 837)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCT

The board (the "Board") of directors (the "Directors") of Carpenter Tan Holdings Limited (the "Company") and its subsidiaries (the "Group") announces that, on 10 September 2020, two subsidiaries of the Company and Industrial Bank Co., Ltd. ("Industrial Bank") entered into the Industrial Bank Wealth Management Product Agreements (the "Agreements"), respectively.

The relevant subscription amounts under the Agreements shall be aggregated pursuant to Rule

14.22 of the Hong Kong Listing Rules. As the highest relevant applicable percentage ratio (as defined under the Hong Kong Listing Rules) exceeds 5% but is less than 25%, the Agreements constitute discloseable transactions of the Company and are subject to the reporting and announcement requirements under the Hong Kong Listing Rules.

1. BACKGROUND

On 10 September 2020, Jiangsu Mujianggu Tourism Development Co., Ltd* (a wholly owned subsidiary of the Company) and Jiangsu Carpenter Tan Tourism Development Co., Ltd.* (a 90.9% owned subsidiary of the Company) and Industrial Bank entered into the Agreements, respectively.

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1. MAJOR TERMS OF THE INDUSTRIAL BANK WEALTH MANAGEMENT PRODUCT AGREEMENTS

Major terms of the Agreements are hereby listed as follows:

1. Name of product: Industrial Bank RMB wealth management product.
2. Type of product: Principal-guaranteed and floating income wealth management product.
3. Risk rating of product: Very low risk.
4. Subscription amount: Jiangsu Mujianggu Tourism Development Co., Ltd.* is RMB30,000,000 and Jiangsu Carpenter Tan Tourism Development Co., Ltd* is RMB45,000,000.
5. Valid period of product: 359 days commencing from 11 September 2020 and up to 4 September 2021.
6. Expected net return per annum: 3.05% annually.
7. Principal guaranteed: Industrial Bank guaranteed to the investors to return 100% of the principal amount of such wealth management product upon maturity.
8. Investment scope: The principal of this wealth management product will be fully invested in the investment instruments with very low risk such as interbank deposits and interbank borrowings by Industrial Bank, and floating income will be generated by reinvesting the gains derived from the investment in debentures and bills.

To the best knowledge, information and belief of the Directors having made all reasonable enquiry, Industrial Bank and its ultimate beneficial owners are the third parties independent of the Company and connected persons of the Company, and are not connected persons of the Company.

1. REASONS AND BENEFITS FOR ENTERING INTO THE AGREEMENTS

The entering of the Agreements mainly aims at enhancing the utilisation of idle funds mainly generated from operations of the Group. Therefore, the Directors consider that the Agreements is fair and reasonable and in the interests of the Company and the shareholders as a whole.

1. IMPLICATION OF THE HONG KONG LISTING RULES

The relevant subscription amounts under the Agreements shall be aggregated pursuant to Rule

14.22 of the Hong Kong Listing Rules. As the highest relevant applicable percentage ratio (as defined under the Hong Kong Listing Rules) exceeds 5% but is less than 25%, the Agreements constitutes discloseable transaction of the Company and is subject to the reporting and announcement requirements under the Hong Kong Listing Rules.

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1. PRINCIPAL BUSINESS ACTIVITIES

The principal business activities carried on by the Company and Industrial Bank are as follows:

The Company

The Company is an investment holding company. The Group is principally engaged in (i) the design, production and sale of small size wooden accessories which are mainly made of natural wood, designed with traditional Chinese cultural features and with high artistic qualities; (ii) the operation of a franchise and distribution network primarily in China; and (iii) the operation of retailing shops for direct sale of the Group's products in China and Hong Kong.

The Group's products are mainly classified into four categories, namely (i) wooden or horn combs;

1. pocket-sizewooden mirrors; (iii) other wooden accessories and adornments such as bead bracelets and massage tools; and (iv) box sets which combine its different products featured in

themes for gift purpose. The Group's products are mainly sold under the brand name of "Carpenter Tan" (譚木匠 ).

Industrial Bank

Industrial Bank was established in Fuzhou City, Fujian Province, China in 1988 and listed on the Shanghai Stock Exchange in 2007 (stock code: 601166). Industrial Bank is one of the first joint- stock commercial banks approved by the State Council and the People's Bank of China, and it's also the first Equator Bank in China, ranking among the top 30 banks in the world and Fortune Global 500.

As of the end of 2019, Industrial Bank's total assets were approximately RMB7.15 trillion yuan; operating income was approximately RMB181.31 billion yuan; and net profit was approximately RMB65.87 billion yuan.

By order of the Board

Carpenter Tan Holdings Limited

Tan Chuan Hua

Chairman

Hong Kong, 10 September 2020

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Tan Chuan Hua, Mr. Tan Di Fu and Mr. Tan Lizi; two non-executive Directors, namely Ms. Tan Yinan and Ms. Huang Zuoan; and three independent non-executive Directors, namely Ms. Liu Liting, Mr. Yang Yang and Mr. Chau Kam Wing, Donald.

• For identification purpose only

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