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(Incorporated in Bermuda with limited liability)

(Stock Code: 00336) PROPOSED QUOTATION OF XIAMEN AMBER FRAGRANCES CO., LTD. ON NATIONAL EQUITIES EXCHANGE AND QUOTATIONS SYSTEM PROPOSED QUOTATION

The shares of Xiamen Amber are proposed to be quoted on the NEEQ and the relevant application is scheduled to be made to NEEQ Co., Ltd. before 30 June 2015 (or such later date as it deems appropriate). Xiamen Amber is the Company's indirect non-wholly owned subsidiary in which the Company holds 51% equity interest. As at the date of this announcement, Xiamen Amber falls to be an insignificant subsidiary within the meaning of Rule 14A.09 of the Listing Rules.
The Proposed Quotation will, among others, enable the Company to capitalise the value of its existing investment in Xiamen Amber, and to allow the management of the Company to focus its time and resources more effectively to build the core business of the Remaining Huabao Group; provide separate fund-raising platforms for Xiamen Amber with respect to its operation and future expansion, provide a mechanism to attract and motivate the management of Xiamen Amber in line with the operating and financial performance of Xiamen Amber on a standalone basis, and to provide more transparency in business performance by Xiamen Amber.

The Proposed Quotation is subject to approval being granted by NEEQ Co., Ltd., and may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company accordingly. Proposed Quotation on National Equities Exchange and Quotations System

The Company is pleased to announce that the shares of Xiamen Amber are proposed to be quoted on the NEEQ and the relevant application is scheduled to be made to NEEQ Co., Ltd. before 30
June 2015 (or such later date as it deems appropriate). NEEQ Co., Ltd. is the operator of the NEEQ
for the Proposed Quotation and the Proposed Quotation is subject to such approval being granted.
Xiamen Amber is the Company's indirect non-wholly owned subsidiary in which the Company holds 51% equity interest. As at the date of this announcement, Xiamen Amber falls to be an insignificant subsidiary within the meaning of Rule 14A.09 of the Listing Rules.
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The NEEQ is commonly known as the New Third Board (!M�o) of the PRC, and is a unified national system that typically provides a trading platform for off market transfer of non-listed public shares by subscribing members of the NEEQ. It was established on 20 September 2012.

Businesses of Remaining Huabao Group and Xiamen Amber and benefits of Proposed Quotation

The Group has four main operating segments, being: (i) flavours, (ii) fragrances, (iii) reconstituted tobacco leaves, and (iv) new materials, applicable to tobacco industry. The aforesaid operating segments in (i), (iii) and (iv) are operated by the Remaining Huabao Group; while the operating segment in (ii) segment, i.e., fragrances, is solely and wholly operated by Xiamen Amber.
Xiamen Amber was incorporated in the PRC in June 1998, which is principally engaged in research and development, production and sale of daily fragrances products in the PRC. The Proposed Quotation will, among others, provide separate fund-raising platforms for Xiamen Amber with respect to its operation and future expansion, provide a mechanism to attract and motivate the management of Xiamen Amber in line with the operating and financial performance of Xiamen Amber on a standalone basis, and to provide more transparency in business performance by Xiamen Amber.
The Proposed Quotation will, among others, enable the Company to capitalise the value of its existing investment in Xiamen Amber, and to allow the management of the Company to focus its time and resources more effectively to build the core business of the Remaining Huabao Group.

Listing Rule Implications of the Proposed Quotation

The Company does not intend to effect any sale of its existing shares in, nor will there be any new shares to be issued by, Xiamen Amber in connection with the Proposed Quotation. There will be no dilution in the indirect effective interest of the existing Shareholders of the Company in Xiamen Amber arising out of the Proposed Quotation. Immediately following the Proposed Quotation, the Company will continue to hold 51% of the equity interests in Xiamen Amber, which will continue to be an indirect non-wholly owned subsidiary of the Company and the financial results of Xiamen Amber will continue to be consolidated into the accounts of the Company. The Proposed Quotation will have no financial effect on the consolidated financial statements of the Company. Since there is no disposal or deemed disposal by the Company of its interest in Xiamen Amber in connection with the Proposed Quotation, the Proposed Quotation will not be subject to the reporting, announcement or independent shareholders' approval requirements under Chapter 14 of the Listing Rules.
The Stock Exchange has on 20 March 2015 confirmed in writing under Practice Note 15 of the
Listing Rules that the Company may proceed with the Proposed Quotation.

Waiver from strict compliance with paragraph 3(f) of Practice Note 15 of the Listing Rules

Paragraph 3(f) of Practice Note 15 requires listed issuers carrying out spin-offs to provide existing shareholders with an assured entitlement to shares in the spun-off entity, either by way of a distribution in specie of existing shares or by way of preferred application in any offering of existing or new shares in the spun off entity.
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However, according to the advice of Xiamen Amber's PRC legal counsel, for company like Xiamen Amber, being a company incorporated in the PRC, save for PRC investors and its existing non- PRC shareholders, only qualified foreign institutional investors approved by the China Securities Regulatory Commission and holding quotas from the State Administration of Foreign Exchange and complying with other requirements under PRC laws and regulations would be able to hold shares of Xiamen Amber if its shares are quoted on the NEEQ. Accordingly, compliance with paragraph
3(f) in relation to the Proposed Quotation will not be feasible. The Company has therefore applied to the Stock Exchange for, and the Listing Committee of the Stock Exchange has granted the Company, a waiver from strict compliance with paragraph 3(f) of Practice Note 15.
Having considered that Xiamen Amber and the Company should comply with the requirements under PRC law, that there will not be any sale of the Company's existing shares in, or any issue of new shares of Xiamen Amber in connection with the Proposed Quotation, and the absence of any dilution in the indirect effective interest of the existing Shareholders of the Company in Xiamen Amber, the Board is of the view that the Proposed Quotation and the non-provision of assured entitlements in connection with the Proposed Quotation are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Proposed Quotation is subject to the Approval of NEEQ Co., Ltd. The Proposed Quotation is subject to approval being granted by NEEQ Co., Ltd., and may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company accordingly. DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:
"Board" the board of directors of the Company
"Company" Huabao International Holdings Limited
"Director(s)" director(s) of the Company
"Group" the Company and its subsidiaries, as appropriate, and regardless of whether directly or indirectly owned
"Listing Rules" the Rules Governing the Listing of Securities on the Main
Board of the Stock Exchange
"NEEQ" or "New Third Board" it�r:Fj{ì�5t5�l�JE (National Equities Exchange and Quotations System)
"NEEQ Co., Ltd." it�r:Fj{ì�5t5�l�JE (National
Equities Exchange and Quotations Co., Ltd.)
"PRC" or "China" the People's Republic of China
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"Proposed Quotation" the proposed quotation of the shares of Xiamen Amber on the NEEQ
"Remaining Huabao Group" the Group, excluding Xiamen Amber
"Shareholder(s)" shareholder(s) of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Xiamen Amber" Xiamen Amber Fragrances Co., Ltd.
By Order of the Board

Huabao International Holdings Limited POON Chiu Kwok

Executive Director

Hong Kong, 8 April 2015

As at the date of this announcement, the Board comprises four executive directors, namely Ms. CHU Lam Yiu (Chairwoman and CEO), Messrs. XIA Li Qun, POON Chiu Kwok, WANG Guang Yu, one non-executive director, namely Mr. LAM Ka Yu and four independent non-executive directors, namely Dr. DING Ningning, Mr. LEE Luk Shiu, Ms. MA Yun Yan and Mr. WU Chi Keung.

* For identification purposes only

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