Huabao International : Announcements and Notices - Inside Information Upd ...

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities nor is it calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong or elsewhere.

HUABAO INTERNATIONAL HOLDINGS LIMITED 華寶國際控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00336)

INSIDE INFORMATION

UPDATES ON THE PROPOSED SPIN-OFF AND SEPARATE LISTING OF

THE FLAVOURS AND FRAGRANCES BUSINESS

BY WAY OF PROPOSED A SHARE LISTING OF THE SPIN-OFF COMPANY

ON THE GROWTH ENTERPRISE MARKET OF SHENZHEN STOCK

EXCHANGE IN THE PRC

AND

MAJOR TRANSACTION

This announcement is made by Huabao International Holdings Limited (the "Company") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Reference is made to the announcements (the "Announcements") of the Company dated 19 August 2016, 31 October 2016, 20 March 2017, 16 June 2017 and 10 January 2018, and the circular (the "Circular") dated 23 March 2017 relating to the Proposed Spin-off and the Proposed A Share Listing. Terms defined in the Announcements and the Circular shall have the same meanings herein, unless the context otherwise requires.

A SHARE OFFERING OF HUABAO FLAVOURS ON THE SHENZHEN STOCK EXCHANGE

The Board is pleased to announce that, Huabao Flavours & Fragrances Co., Ltd. ("Huabao Flavours") (Shenzhen Stock Exchange stock code 300741) proposed to issue 61,590,000 A shares at the offer price to be determined. Before the clawback mechanism is triggered, the number of A shares initially offered by Huabao Flavours under the offline portion and online portion are 43,120,000 A shares and 18,470,000 A shares, representing 70.01% and 29.99% of the total numberof A shares offered by Huabao Flavours, respectively. Ultimate number of the offer shares under both offline portion and online portion will be subject to final announcement by Huabao Flavours.

OFFERING DOCUMENTS AND RELEVANT INFORMATION OF HUABAO FLAVOURS

According to the relevant PRC law and regulations, a copy of the A Share Prospectus Application Proof has also been made available for disclosure on the website of the China Securities Regulatory Commission atwww.csrc.gov.cnand its designated website Juchao Information Net atwww.cninfo.com.cn.The A Share Prospectus Application Proof does not constitute, nor does it intend to constitute, an offer of securities of the Company or the Spin-off Company for sale in Hong Kong. The A Share Prospectus Application Proof has not been and will not be registered under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong). Among which, it contains financial information including total assets, sales and net profits for the amount of RMB6.221 billion, RMB2.198 billion and RMB1.167 billion, respectively, for the financial year ended 31 December 2017 of Huabao Flavours as audited by PricewaterhouseCoopers Zhong Tian LLP.

TRADING RESTRICTIONS OF THE SHARES AND VOLUNTARY UNDERTAKING TO LOCK-UP THE SAHRES OF HUABAO FLAVOURS

In the offering and to comply with the requirement of the CSRC, among others, Smart Sino International Investment Holding (China) Co. Ltd. ("Smart Sino China") (the controlling shareholder of Huabao Flavours), Shanghai Xiangyue Technology Development Co. Ltd. ("Shanghai Xiangyue") (party acting in concert of the controlling shareholder), the direct controlling shareholders of the Company (Mogul Enterprises Limited, Jumbo Elite Limited, Resourceful Link International Limited, Power Nation International Limited, Real Elite Investments Limited and Raise Sino Investments Limited), and the Company and its subsidiaries (Chemactive Investments Limited, Huabao Investment Company Limited, Spanby Industrial Limited, Ingame Technology Limited, Wisdom Bright International Investment Limited and Smart Sino International Limited) has each made the undertaking as below: that it will not transfer or entrust others to manage or deal with the pre-IPO issued shares of Huabao Flavours, whether or not they are held directly or indirectly (if any) by the Company, and that no repurchase of such pre-IPO issued shares by Huabao Flavours shall be allowed within 36 months commencing on the date on which dealings in the shares of Huabao Flavours commence.

If Smart Sino China and Shanghai Xiangyue intend to reduce its holdings in Huabao Flavours within a period of 2 years immediately after the expiry of the above lockup period, the then selling price shall be no less than the offering price of Huabao Flavours in the IPO (in case of any ex-rights and ex-dividend event, the above-mentioned offering price will be adjusted accordingly). If the closing price of Huabao Flavours' shares is lower than the offering price for 20 consecutive trading days during the 6 month period commencing on the date on which dealings in the shares of Huabao Flavours commence or the closing price at the end of 6 month period after listing is lower than the offering price, the lockup period for Huabao Flavours' shares held by Smart Sino China and Shanghai Xiangyue will be extended automatically for another 6 months.

In addition, Ms. CHU Lam Yiu ("Ms. Chu"), the de facto controller of the Company, has made an undertaking as below: Ms. Chu will not transfer or entrust others to manage or deal with the pre-IPO issued shares of Huabao Flavours, whether or not they are held directly or indirectly by Ms. Chu, and that no repurchase of such pre-IPO issued shares by Huabao Flavours shall be allowedwithin 36 months commencing on the date on which dealings in the shares of Huabao Flavours commence. If Smart Sino China and Shanghai Xiangyue, which are indirectly controlled by Ms. Chu, intend to reduce their holdings in Huabao Flavours within a period of 2 years immediately after the expiry of the above lockup period, the then selling price shall be no less than the offering price of Huabao Flavours in the IPO (in case of any ex-rights and ex-dividend event, the above-mentioned offering price will be adjusted accordingly). If the closing price of the Huabao Flavours' shares is lower than the offering price for 20 consecutive trading days during the 6 month period commencing on the date on which dealings in the shares of Huabao Flavours commence or the closing price at the end of 6 month period after listing is lower than the offering price, the lockup period for Huabao Flavours' shares held by Smart Sino China and Shanghai Xiangyue will be extended automatically for another 6 months.

Further announcement will be made by the Company as and when appropriate in respect of the material development in relation to the Proposed Spin-off in accordance with the requirements of the Listing Rules.

Shareholders and prospective investors of the Company should note that the Proposed Spin-off and the Proposed A Share Listing may or may not materialize. Accordingly, Shareholders and prospective investors are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board

Huabao International Holdings Limited

POON Chiu Kwok

Executive Director

Hong Kong, 5 February 2018

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

* For identification purposes only