International Housewares Retail : ANNOUNCEMENT MADE PURSUANT TO RULE 13.51B(2) OF THE LISTING RULES

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International Housewares Retail Company Limited

國際家居零售有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1373)

ANNOUNCEMENT

MADE PURSUANT TO

RULE 13.51B(2) OF THE LISTING RULES

This announcement is made by the board of directors (the "Board") of International Housewares Retail Company Limited (the "Company") pursuant to Rule 13.51B(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") in relation to the particulars required to be disclosed under Rule 13.51(2)(u) of the Listing Rules.

The Board noted that the Securities and Futures Commission (the "SFC") issued a news release on 16 September 2020 (the "New Release") whereby it was announced that the SFC has commenced disciplinary proceedings before the Takeovers and Mergers Panel (the "Takeovers Panel") against Ms. Ngai Lai Ha ("Ms. Ngai"), the Chairperson and an executive director of the Company, over a breach of the Code on Takeovers and Mergers (the "Takeovers Code"). The SFC alleges that in a number of acquisitions of the Company's shares Ms. Ngai acquired on each occasion more than 2% voting rights of the Company from her lowest collective percentage interest in the preceding 12 months without making a mandatory general offer under the Takeovers Code.

Ms. Ngai, Mr. Lau Pak Fai Peter (the Honorary Chairman of the Company) and their controlled company, namely, Hiluleka Limited (collectively, the "Concert Group") have been "acting in concert" under the Takeovers Code since the incorporation of Hiluleka Limited. According to the News Release, on 6 March 2019, the Concert Group's shareholding in the Company reached 50.50% following Ms. Ngai's purchase of 170,000 shares of the Company (the "Shares") at HK$2.01 per Share on the same date (the "First Dealing"), and this represented an increase of more than 2% from the Concert Group's lowest percentage interest in the Company in the preceding 12 months of 48.48%. No mandatory general offer was made as a result of the First Dealing. Subsequent to the First Dealing, Ms. Ngai made 12 additional dealings in the Shares during the period from March to May 2019, and each of these dealings increased the collective percentage interest of the Concert Group by more than 2% from the lowest percentage interest in the respective preceding 12 months prior to the corresponding dealing. No mandatory general offer was

made as a result of any of these dealings. In summary, the SFC has identified 13 separate instances during the period from March to May 2019 where Ms. Ngai had triggered an obligation to make a mandatory general offer. As mentioned in the News Release, Ms. Ngai has not made such an offer, and hence, she continues to breach Rule 26.1(d) of the Takeovers Code in respect of her failure upon each of the said 13 separate instances.

For more details, please refer to the News Release available on the website of the SFC: https://www.sfc.hk/edistributionWeb/gateway/EN/news-and-

announcements/news/doc?refNo=20PR91

The Board will make further announcement(s) as and when appropriate in accordance with the requirements under the Listing Rules.

By Order of the Board of

International Housewares Retail Company Limited

NGAI Lai Ha

Chairman and Executive Director

Hong Kong, 17 September 2020

As at the date of this announcement, the executive directors of the Company are Ms. NGAI Lai Ha, Mr. LAU Pak Fai Peter, and Mr. CHENG Sing Yuk, the non-executive director is Mr. LAU Chun Wah, Davy, and the independent non-executive directors are Mr. MANG Wing Ming Rene, Mr. YEE Boon Yip and Mr. YEUNG Yiu Keung.