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.

CWT INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

DISCLOSURE PURSUANT TO RULE 13.18

REGARDING

ASSIGNMENT OF PROMISSORY NOTE

Reference is made to the announcement dated 3 September 2020 (the "September Announcement") of CWT International Limited (the "Company", and together with its subsidiaries, the "Group") in relation to the entering into of a promissory note dated 3 September 2020 (the "Promissory Note") in the principal amount of HK$716,000,000 (the "Principal Sum") between the Company and HNA Group (International) Company Limited ("HNA Group (International)"), a direct shareholder of the Company.

On 7 April 2021, the Company received a notice of assignment from HNA Group (International) that on and with effect from 7 April 2021, HNA Group (International) assigned to HNA Tourism International (Hong Kong) Co., Limited ("HNA Tourism") all of its rights and obligations in the Promissory Note and its right to collect and be paid all principal, interest and other sums due under or in respect of the Promissory Note pursuant to a deed of assignment dated 7 April 2021 entered into between HNA Group (International) and HNA Tourism (the "Assignment"). Accordingly, on and with effect from the date of the Assignment, the Company shall make all payments to, and act on the instructions given by HNA Tourism on all matters relating to the Promissory Note.

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Save as disclosed above, all other terms of the Promissory Note shall remain unchanged, details of which were set out in the September Announcement. As at the date of this announcement, (i) there was no deferral of interest payments and the first interest payment accrued thereunder was paid to HNA Group (International) pursuant to the terms of the Promissory Note, and (ii) there has not been any repayment of the Principal Sum under the Promissory Note.

As at the date of this announcement, HNA Group (International), which holds 1,109,244,000 shares of the Company, representing approximately 9.73% of the total issued share capital of the Company, and Hong Kong HNA Holding Group Co. Limited, which holds 4,734,008,489 shares of the Company, representing approximately 41.53% of the total issued share capital of

the Company, are direct shareholders of the Company and are ultimately owned by HNA Group Co., Ltd.* (海航集團有限公司) ("HNA Group"). HNA Group, which indirectly owns

approximately 51.26% of the total issued share capital of the Company, is a controlling shareholder of the Company. HNA Tourism, which is owned as to approximately 82.97% by HNA Group, is an associate of HNA Group and hence a connected person of the Company.

Accordingly, the transactions contemplated under the Promissory Note (as assigned in accordance with the Assignment) constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. However, as the transactions contemplated under the Promissory Note (as assigned in accordance with the Assignment) are conducted on normal commercial terms or better, and are not secured by any assets of the Company, the transactions contemplated under the Promissory Note (as assigned in accordance with the Assignment) are fully exempted from reporting, announcement, circular, independent financial advice, independent shareholders' approval and annual review requirements under Chapter 14A of the Listing Rules.

DISCLOSURE PURSUANT TO RULE 13.18 OF THE LISTING RULES

Pursuant to the Promissory Note, it is an event of default if HNA Group does not or ceases to directly and/or indirectly own at least 30% of all the equity interests in the Company. The lender may at any time after the happening of an event of default under the Promissory Note, upon written notice to the Company, declare the outstanding Principal Sum and all other sums due thereunder have become due and payable, whereupon the same shall immediately or in accordance with the term of the notice, become due and payable, and/or exercise any or all of its rights, remedies, powers or discretions under the Promissory Note.

  • For identification purpose only

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The Company will make disclosures in its subsequent interim and annual reports pursuant to the requirements of Rule 13.21 of the Listing Rules.

By order of the Board

CWT INTERNATIONAL LIMITED

Li Neng

Executive Director

Hong Kong, 8 April 2021

As at the date of this announcement, the Board comprises Mr. Wu Hao (Executive Director and Co-Chairman), Mr. Li Neng (Executive Director, Co-Chairman and Chief Executive Officer), Mr. Zhao Quan (Executive Director), Mr. Chen Chao (Executive Director), Mr. Zhang Can (Executive Director), Mr. Leung Shun Sang, Tony (Independent Non-executive Director), Mr. Liem Chi Kit, Kevin (Independent Non-executive Director), Mr. Lam Kin Fung, Jeffrey (Independent Non- executive Director) and Ms. Chen Lihua (Independent Non-executive Director).

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HNA Holding Group Co. Ltd. published this content on 08 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2021 11:03:03 UTC.