Century Ginwa Retail : DISCLOSEABLE TRANSACTION SUPPLEMENTAL AGREEMENT IN RELATION TO INVESTMENT IN A FUND

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.

CENTURY GINWA RETAIL HOLDINGS LIMITED

世 紀金 花商 業 控 股 有限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 162)

DISCLOSEABLE TRANSACTION

SUPPLEMENTAL AGREEMENT

IN RELATION TO INVESTMENT IN A FUND

Reference is made to the announcement of the Company dated 30 December 2020 regarding the Company's investment in the Sub-Fund, by way of subscription of Participating Shares for a total of HK$17 million (the "Announcement"). Unless the context requires otherwise, capitalised terms used herein shall have same meanings as those defined in the Announcement.

SUPPLEMENTAL AGREEMENT TO THE SUBSCRIPTION AGREEMENT

As stated in the Announcement, after the Closing Date, there will be an Open Period from the Closing Date where the Manager may allow shareholders of the Sub-Fund to exit the Sub-Fund. Each Open Period will last for a period of 90 days during which the Investor(s) may request a transfer to a transferee approved by the Manager or a compulsory redemption by HNW Investment Fund. Such realization may be allowed subject to the consent of the Manager in its sole discretion, and subject to compliance with all applicable laws and regulations. When determining whether or not to accept a realization request, the Manager will consider the interests of the relevant shareholders as well as interests of the Sub-Fund as a whole (including the interests of remaining shareholders).

On 9 April 2021, the parties to the Subscription Agreement entered into the supplemental agreement to the Subscription Agreement (the "Supplemental Agreement"), pursuant to which that the parties agreed to amend the Open Period from being "every 2 years from the Closing Date" to "every 2 years starting from the 100th day before the second anniversary from the Closing Date".

- 1 -

Having considered that (i) the Closing Date occurred on the fiscal year-end date of the HNW Investment Fund and (ii) the annual audited financial statements of the HNW Investment Fund will be available to all the Investors, the amendments as contemplated under the Supplemental Agreement which provides an earlier realization will allow the relevant realization (if any) to occur before the end of the financial year of the HNW Investment Fund. Accordingly, the realization can be reflected in the financial statements of the HNW Investment Fund which will in turn help all the Investors (including the Company) to have a clearer understanding of their investment value in the HNW Investment Fund so as to better formulate their investment plan going forward. Accordingly, the Directors are of the view that the terms of the Supplemental Agreement are fair and reasonable and on normal commercial terms, and the entering into of the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole.

Save as disclosed above, all other terms and conditions of the Subscription Agreement shall remain unchanged and shall continue to be in full force and effect.

By order of the Board

Century Ginwa Retail Holdings Limited

Huang Shunxu

Chairman

Hong Kong, 9 April 2021

As at the date of this announcement, the Board comprises four executive Directors, being Mr. Huang Shunxu, Mr. Qin Chuan, Mr. Qi Yong and Ms. Wan Qing; two non-executive Directors, being Mr. Li Yang and Mr. Chen Shuai, and three independent non-executive Directors, being Mr. Tsang Kwok Wai, Mr. Ruan Xiaofeng and Ms. Song Hong.

- 2 -