S Culture International : MONTHLY UPDATE ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

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S. CULTURE INTERNATIONAL HOLDINGS LIMITED

港 大 零 售 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1255)

MONTHLY UPDATE ANNOUNCEMENT

PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This announcement is made by S. Culture International Holdings Limited (the ''Company'') pursuant to Rule 3.7 of The Code on Takeovers and Mergers and Share Buy-backs (the ''Takeovers Code'').

Reference is made to the announcements of the Company dated 12 May 2020, 12 June 2020, 13 July 2020 and 13 August 2020 (the ''Announcements'') in relation to, among others, the possible transaction in which the Receivers may look for potential purchaser(s) for the Charged Shares (the ''Possible Transaction''), respectively. Unless otherwise defined, capitalised terms used herein have the same meanings as those defined in the Announcements.

The Company wishes to update the shareholders and potential investors of the Company that, upon enquiry undertaken by the Company, as at the date of this announcement, there has been no material progress on the Possible Transaction. Those preliminary proposals received by the Receivers will not be further considered as the terms offered are not attractive. The Receivers will continue carrying out the sale process of the Charged Shares and are open to discussion with potential investors who can provide a better offer. As at the date of this announcement, no sale has been concluded and no definitive transaction documents has been entered into. The Receivers are closely monitoring the market condition and will continue to review their position in due course.

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In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) (this announcement being one of them) setting out the progress of the Possible Transaction will be made until the announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and/or the Takeovers Code (as the case may be).

WARNINGS: The possible sale of the Charged Shares may or may not materialize, and even if materialized, may or may not result in a change of control and lead to a general offer under Rule 26.1 of Takeovers Code. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s).

By order of the Board

S. CULTURE INTERNATIONAL HOLDINGS LIMITED

Yang Jun

Chairman

Hong Kong, 11 September 2020

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Yang Jun and Mr. Lai Wenjing; five non-executive Directors, namely, Mr. Lin Zheming, Mr. Law Fei Shing, Mr. Lin Jun, Mr. Chu Chun Ho, Dominic and Mr. Chen Anhua and four independent non-executive Directors, namely, Mr. Xie Rongxing, Mr. Lum Pak Sum, Prof. Yan Haifeng and Ms. Tan Yuying.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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