Shenguan : Continuing Connected Transactions Supplemental Agreement in Relation to New Ljk Sale and Purchase Agreement

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.

神冠控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

Reference is made to the announcement of the Company dated 22 December 2014 in relation to, among other things, the New LJK Sale and Purchase Agreement.

The Board is pleased to announce that on 25 August 2017, the Company, LJK and Exceltech entered into a supplemental agreement to amend and supplement the products to be supplied by the Company (or any one or more of its subsidiaries) under the New LJK Sale and Purchase Agreement.

Mr. Low (otherwise known as Dato' Sri Low Jee Keong), a non-executive Director, owned as to 80% in LJK and as to 100% in Exceltech. Both of LJK and Exceltech are therefore connected persons of the Company under the Listing Rules. Thus, the transactions contemplated under the New LJK Sale and Purchase Agreement (as amended and supplemented by the Supplemental Agreement) amounts to a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

The transactions contemplated under the New LJK Sale and Purchase Agreement (as amended and supplemented by the Supplemental Agreement) remain continuing connected transactions subject to the announcement and reporting requirements but are exempted from the independent Shareholders' approval as the applicable percentage ratios (other than the profits ratio) are less than 5% under the Listing Rules.

Reference is made to the announcement of the Company dated 22 December 2014 (the "Announcement") in relation to, among others, the New LJK Sale and Purchase Agreement. Capitalised terms used herein shall have the same meanings as defined in the Announcement unless the context otherwise requires.

The Board is pleased to announce that on 25 August 2017, the Company, LJK and Exceltech entered into a supplemental agreement (the "Supplemental Agreement") to amend and supplement the products to be supplied by the Company (or any one or more of its subsidiaries) under the New LJK Sale and Purchase Agreement.

Pursuant to the Supplemental Agreement, the parties thereto (the "Parties") agreed as follows:

1. the Company (or any one or more of its subsidiaries) agreed to supply two additional categories of products namely, collagen piece facial mask (the "Mask") and food and drink products (the "New Categories"), apart from collagen sausage casing products, to LJK and Exceltech;

2. in relation to the Mask products, the Parties will make reference to the average price of similar Mask products exported by the Company to Southeast Asia. The price of the Mask products to be sold by the Company (or any one or more of its subsidiaries) shall not be lower than the average price of similar Mask products exported by the Company to Southeast Asia. The Parties will also make reference to other terms offered by the Company in exporting similar Mask products to Southeast Asia. The terms to be offered by the Company (or any one or more of its subsidiaries) to LJK and Exceltech shall be not more favourable than those offered by the Company in exporting similar Mask products to Southeast Asia; and

3. in relation to the food and drink products, the Parties will make reference to the average price of similar food and drink products exported by the Company to Southeast Asia. The price of the food and drink products to be sold by the Company (or any one or more of its subsidiaries) shall not be lower than the average price of similar food and drink products exported by the Company to Southeast Asia. The Parties will also make reference to other terms offered by the Company in exporting similar food and drink products to Southeast Asia. The terms to be offered by the Company (or any one or more of its subsidiaries) to LJK and Exceltech shall be not more favourable than those offered by the Company in exporting similar food and drink products to Southeast Asia.

The supply of the New Categories of products will be small in 2017 and therefore the annual caps under the New LJK Sale and Purchase Agreement (as amended and supplemented by the Supplemental Agreement) remain unchanged. Save as disclosed above, all other terms and conditions of the New LJK Sale and Purchase Agreement remain unchanged.

The Group is principally engaged in the manufacture and sale of edible collagen sausage casing products in the PRC. LJK is a limited liability company incorporated in Malaysia and is principally engaged in trading. Exceltech is a limited liability company incorporated in Hong Kong and is currently inactive and is expected to be principally engaged in trading.

The Directors are of the view that the Supplemental Agreement will provide the Group with more flexibility under the New LJK Sale and Purchase Agreement. The Directors (including the independent non-executive Directors) are of the view that the terms of the Supplemental Agreement are fair and reasonable, that the entering into of the Supplemental Agreement is on normal commercial terms, in the ordinary and usual course of business of the Company and in the interests of the Company and its Shareholders as a whole.

Mr. Low (otherwise known as Dato' Sri Low Jee Keong), a non-executive Director, owned as to 80% in LJK and as to 100% in Exceltech. Both of LJK and Exceltech are therefore connected persons of the Company under the Listing Rules. Thus, the transactions contemplated under the New LJK Sale and Purchase Agreement (as amended and supplemented by the Supplemental Agreement) amounts to a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

The transactions contemplated under the New LJK Sale and Purchase Agreement (as amended and supplemented by the Supplemental Agreement) remain continuing connected transactions subject to the announcement and reporting requirements but are exempted from the independent Shareholders' approval as the applicable percentage ratios (other than the profits ratio) are less than 5% under the Listing Rules.

By Order of the Board

Chairman

Hong Kong, 25 August 2017

As at the date of this announcement, the executive Directors are Ms. Zhou Yaxian, Mr. Shi Guicheng, Mr. Ru Xiquan and Mr. Mo Yunxi; the non-executive Director is Dato' Sri Low Jee Keong; and the independent non-executive Directors are Mr. Tsui Yung Kwok, Mr. Meng Qinguo and Mr. Yang Xiaohu.