SCulture International : Announcements and Notices - Placing of Existing Shares by the Controlling Shareholder of the Company

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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)

ANNOUNCEMENT

PLACING OF EXISTING SHARES BY THE CONTROLLING SHAREHOLDER OF THE COMPANY

This announcement is made by S. Culture International Holdings Limited (the ''Company'' and together with its subsidiaries, the ''Group'') pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).

Reference is made to the announcement dated 10 July 2017 jointly issued by Shang Ying Financial Holding Co., Limited (the ''Offeror'') and the Company and the announcement issued by the Company dated 28 July 2017 in relation to, inter alia, the closing of the Offer, the public float of the Company and waiver of restoration of public float of the Company (the ''Announcements''). Unless otherwise defined, capitalized terms used in this announcement have the same meanings as those defined in the Announcements.

PLACING OF EXISTING SHARES

The Company has been informed by the Offeror, its controlling shareholder, that it had entered into a placing agreement (the ''Placing Agreement'') with Supreme China Securities Limited (the ''Placing Agent'') on 19 September 2017 (after trading hours) for the placing (the ''Placing''), on a best-effort basis to not less than six placees, of up to a maximum of 15,080,000 Shares (the ''Placing Shares'') held by the Offeror at a placing price of HK$3.70 per Placing Share.

The 15,080,000 Placing Shares represent approximately 7.54% of the total number of issued Shares. As at the date of this announcement, the Offeror holds 165,073,617 Shares, representing approximately 82.54% of the total number of issued Shares. Assuming 15,080,000 Placing Shares are fully placed out, upon completion of the Placing, the number of Shares held by the Offeror will decrease from 165,073,617 Shares to 149,993,617 Shares, representing a decrease of shareholding from approximately 82.54% to approximately 75% of the total number of issued Shares. Completion of the Placing shall take place on or before the day within 14 business days after the date of the Placing Agreement (or such other date as agreed between the parties thereto) and a further announcement will be made upon completion of the Placing.

The following is a summary of the shareholding structure of the Company as at the date of this announcement and immediately upon completion of the Placing (assuming 15,080,000 Placing Shares are fully placed out):

As of the date of

this announcement

Approximate

Shareholding immediately upon completion of

the Placing (assuming

15,080,000 Placing Shares are fully placed out)

Approximate

No. of Shares

% No. of Shares %

The Offeror and parties acting in concert with it (Note 1)	165,073,617	82.54	149,993,617	75.00
Public Shareholders	34,926,383	17.46	50,006,383	25.00
Total	200,000,000	100.00	200,000,000	1 00.00
Note:

1. The Offeror is a limited company incorporated in Hong Kong and is ultimately solely owned by Mr. Yang Jun.

PLACEES

Pursuant to the Placing Agreement, the Placing Agent confirms and undertakes that it shall use all reasonable endeavours to ensure that the placees and their respective ultimate beneficial owners shall be third parties independent of and not connected with the Company or any of its connected persons (as defined under the Listing Rules).

PLACING PRICE

The placing price shall be HK$3.70 per Placing Share, representing (i) a discount of approximately 2.63% to the closing price of HK$3.80 per Share as quoted on the Stock Exchange on 19 September 2017 (i.e. the date before the date of this announcement); and (ii) a discount of approximately 7.5% to the Offer Price of HK$4.00 per Offer Share.

MINIMUM PUBLIC FLOAT

Following completion of the Placing, the Offeror and parties acting in concert with it are expected to hold not more than 75% of the total number of issued Shares and the public float of the Company will be restored to no less than 25% of the total number of issued Shares.

Further announcement(s) will be made by the Company regarding the restoration of the public float as and when appropriate pursuant to the Listing Rules.

By order of the Board of

S. CULTURE INTERNATIONAL HOLDINGS LIMITED Yang Jun

Chairman

Hong Kong, 19 September 2017

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Yang Jun, Mr. Lin Zheming and Mr. Zhu Fangming, three non-executive Directors, namely, Mr. Law Fei Shing, Mr. Lin Jun and Mr. Chu Chun Ho, Dominic and three independent non- executive Directors, namely, Mr. Xie Rongxing, Mr. Chen Huigang and Mr. Lum Pak Sum.