Xiezhong International : Inside Information - Placing of Existing Shares by A Controlling Shareholder

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Xiezhong International Holdings Limited

協眾國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3663) INSIDE INFORMATION PLACING OF EXISTING SHARES BY A CONTROLLING SHAREHOLDER

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

PLACING OF EXISTING SHARES BY A CONTROLLING SHAREHOLDER

The Company has been informed by BHAP, a controlling shareholder of the Company, that on 12 July 2017 (after trading hours), BHAP entered into the Placing Agreement with the Placing Agent under which the Placing Agent was appointed to procure Independent Third Parties as placees during the Placing Period, on a best effort basis, to purchase for up to 265,332,600 Shares (representing approximately 33.17% of the existing issued share capital of the Company) at a placing price of not lower than HK$1.40 per Share, subject to the terms and conditions of the Placing Agreement (the "Placing").

Further announcement will be made by the Company upon Completion.

SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, BHAP held 265,332,600 Shares, representing approximately 33.17% of the issued share capital of the Company. The shareholding structure of the Company before and after the Completion, are as follows:

Shareholders As at the date of this announcement

Approximate % of total interest in the issued

share capital

Immediately after the Completion (Note 1)

Approximate % of total interest in the issued

share capital

No. of Shares

of the Company No. of Shares

of the Company

BHAP (Note 2) 265,332,600 33.17 - -

Sunrise International Investment

Management Inc. (Note 3) 238,260,000 29.78 238,260,000 29.78

Brilliance International Holding

Limited (Note 4)	40,763,400	5.10	40,763,400	5.10
Ms. Chen Jiao	12,000,000	1.50	12,000,000	1.50
Mr. Chen Hao	8,208,000	1.03	8,208,000	1.03
Mr. Ge Hongbing	6,000,000	0.75	6,000,000	0.75
Mr. Huang Yugang	1,500,000	0.18	1,500,000	0.18
The placees	-	-	265,332,600	33.17
Other public Shareholders	227,936,000	28.49	227,936,000	28.49
Total	800,000,000	100.00	800,000,000	100.00

Notes:

1. Assuming no other issue of new Shares and no repurchase of existing Shares before Completion and the Placing Agent has placed a total of 265,332,600 Shares.

2. BHAP is wholly-owned by Beijing Hainachuan, which is owned as to 60% by Beijing Automotive Group Co., Ltd.* (北京汽車集團有限公司) ("Beijing Automotive Group") and 40% by Beijing Industrial Developing Investment Management Co., Ltd* (北京工業發展投資管理有限公司) ("Beijing Industrial") respectively. Beijing Automotive Group is a wholly-owned subsidiary of the State-owned Assets Supervision and Administration Commission of People's Government of Beijing Municipality. Beijing Industrial is a wholly-owned subsidiary of Beijing State-Owned Assets Management Co., Ltd.* (北京市國 有資產經營有限責任公司).

3. Sunrise International Investment Management Inc. is 100% owned by Mr. Chen Hao.

4. Brilliance International Holding Limited is 100% owned by Ms. Chen Jiao.

   As the Placing may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. DEFINITIONS

   In this announcement, the following expressions have the same meanings set out below unless the context otherwise requires:

   "Beijing Hainachuan" Beijing Hainachuan Automotive Parts Co., Ltd.* (北京海納川汽

   車部件股份有限公司), a company established in the PRC

   "BHAP" BHAP HK Investment Limited, a company incorporated in Hong Kong on 28 April 2011, an investment holding company wholly- owned by Beijing Hainachuan

   "Board" the board of Directors

   "business day(s)" means a day (other than a Saturday, Sunday and Public Holiday)

   on which licensed banks are open for business in Hong Kong

   "Company" Xiezhong International Holdings Limited, a company

   incorporated in the Cayman Islands with limited liability, whose Shares are listed on the Main Board of the Stock Exchange (stock code: 3663)

   "Completion" the completion of the Placing in accordance with the terms

   and conditions of the Placing Agreement, which is expected to take place on the second business day after the Placing Agent has served BHAP a written notice during the Placing Period in relation to the Completion

   "connected person(s)" has the meaning ascribed to it in the Listing Rules "controlling shareholder(s)" has the meaning ascribed to it in the Listing Rules "Director(s)" the director(s) of the Company

   "HK$" Hong Kong dollar(s), the lawful currency of Hong Kong

   "Hong Kong" the Hong Kong Special Administrative Region of the People's

   Republic of China

   "Independent Third Party(ies)"

   Independent third party(ies) who is/are not connected persons of the Company and is/are independent of and not connected with connected persons of the Company

   "Listing Rules" Rules Governing the Listing of Securities on the Stock

   Exchange

   "Placing" has the meaning ascribed to it under the section headed "Placing of existing Shares by a controlling Shareholder" in this announcement

   "Placing Agent" China Merchants Securities (HK) Co., Limited

   "Placing Agreement" the conditional share placing agreement entered into between

   BHAP and the Placing Agent on 12 July 2017

   "Placing Period" the period commencing upon the execution of the Placing

   Agreement and terminating on:

5. the 30th day after the date of the Placing Agreement (the "30-day Period"), which may be extended for additional two business days in the event the placee(s) is/are procured to purchase Share(s) in the last two days during the 30-day Period; or

6. a later date as BHAP and the Placing Agent may agree in writing

"PRC" the People's Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company

"Shareholder(s)" holder(s) of the Share(s)