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.

MAOYE INTERNATIONAL HOLDINGS LIMITED

茂 業 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 848)

DISCLOSEABLE TRANSACTIONS IN RELATION TO

THE PROVISION OF GUARANTEE

PROVISION OF GUARANTEE

In connection with the proposed provision of the Guarantee, the Board announces that on 3 August 2020, Maoye Commercial, a non-wholly owned subsidiary of the Company, entered into the Guarantee Agreement with Chengdu Provident Fund Center pursuant to which Maoye Commercial agreed to provide a guarantee up to the amount of RMB100,000,000 in favour of Chengdu Provident Fund Center in respect of the repayment obligations under the mortgage loans to be granted to the Purchasers by Chengdu Provident Fund Center from the sale of the Properties by Maoye Commercial.

IMPLICATIONS UNDER THE LISTING RULES

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreement on an aggregate basis exceed 5% but are less than 25%, the entering into of the Guarantee Agreement and the transactions contemplated thereunder constitute discloseable transactions of the Company and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules, but are exempted from the shareholders' approval requirement under Chapter 14 of the Listing Rules.

PROVISION OF GUARANTEE

In connection with the proposed provision of the Guarantee, the Board announces that on 3 August 2020, Maoye Commercial, a non-wholly owned subsidiary of the Company, entered into the Guarantee Agreement with Chengdu Provident Fund Center pursuant to which Maoye Commercial agreed to provide a guarantee up to the amount of RMB100,000,000 in favour of Chengdu Provident Fund Center

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in respect of the repayment obligations under the mortgage loans to be granted to the Purchasers by Chengdu Provident Fund Center from the sale of the Properties by Maoye Commercial.

Details of the terms of the Guarantee Agreement are set out below:

Date:

3 August 2020

Parties:

(i)

Chengdu Provident Fund Center, as lender

(ii) Maoye Commercial, as guarantor

Guarantee:

Maoye Commercial agreed to provide a guarantee up to the amount of

RMB100,000,000 in favour of Chengdu Provident Fund Center in respect of

the repayment obligations under the mortgage loans to be granted to the

Purchasers by Chengdu Provident Fund Center from the sale of the

Properties by Maoye Commercial.

The Properties to be sold to the Purchasers who take out mortgage loan from

Chengdu Provident Fund Center will be mortgaged to Chengdu Provident

Fund Center under the relevant mortgage agreement as securities of the

mortgage loans.

The repayment obligations of the Purchasers guaranteed by Maoye

Commercial under the mortgage loans to be granted by Chengdu Provident

Fund Center include the principal amount, accrued interest thereon (including

penalty interest and compound interest), default payment, damages and all

expenses arising from the enforcement of rights by Chengdu Provident Fund

Center under the relevant mortgage loan agreement including but not limited

to litigation fees, arbitration fees, legal fees, property preservation fees,

notarisation fees, announcement fees, mailing fees, delivery fees, travel

expenses, execution fees, evaluation fees, auction fees, etc.

The terms of the Guarantee Agreement, including the guarantee amount,

were negotiated and entered into on an arm's length basis and on normal

commercial terms. The guarantee amount was determined with reference to

the amount of mortgage loans to be granted to the Purchasers, which is based

on the prevailing market price of the Properties, and the amount which would

be incurred by the Purchasers from the repayment obligations under the

relevant mortgage agreement.

Term:

Maoye Commercial's obligation to guarantee the relevant mortgage loans of

the Purchasers will commence from the date when Chengdu Provident Fund

Center enters into a mortgage loan agreement with the relevant Purchasers

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and will terminate when Chengdu Provident Fund Center receives the relevant valid title deeds and documents of the Properties and completes the registration of the relevant mortgages.

Source of funding Any payment obligations of Maoye Commercial arising from the Guarantee for the fulfillment of Agreement will be satisfied by internal resources of the Group.

the guarantee:

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, Chengdu Provident Fund Center and their ultimate beneficial owners are third parties independent of the Company and their connected persons. Maoye Commercial currently does not intend to sell the Properties to Purchasers who are connected persons of the Group. However, if circumstances arise such that Maoye Commercial sells the Properties to Purchasers who are connected persons of the Group, the Company will comply with all the applicable requirements under Chapter 14A of the Listing Rules if and when necessary.

REASONS FOR AND BENEFITS OF THE PROVISION OF THE GUARANTEE

Maoye Commercial has developed the Maoye Haoyuan Sale Project under which Maoye Commercial will sell certain commercial and residential properties in Chengdu city of the PRC. The Board believes that the provision of the Guarantee by Maoye Commercial in favour of Chengdu Provident Fund Center to guarantee the repayment obligations of the Purchasers will be beneficial to facilitate the sale of Properties and realise the capital recovery.

The Board is also of the view that the provision of the Guarantee is in line with the relevant policy requirements and the usual commercial practice in the property sale business in the PRC. The Directors (including the independent non-executive Directors) consider that the terms of the Guarantee Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable, and in the interest of the Company and the Shareholders as a whole.

INFOMRATION ON THE PARTIES

Chengdu Provident Fund Center

Chengdu Provident Fund Center is the Chengdu Housing Provident Fund Management Center. It is an independent institution of the Chengdu Municipal Government in Sichuan Province, the PRC, and is responsible for the management of the Chengdu housing provident fund.

Maoye Commercial

Maoye Commercial is a joint stock company established in the PRC and listed on the Shanghai Stock Exchange (stock code: 600828) and a non-wholly owned subsidiary of the Company. Maoye Commercial is principally engaged in the operation of department stores.

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The Company

The Company is principally engaged in the operation and management of department stores and property development in the PRC, and is a leading department store chain operator in the affluent regions throughout the PRC. The Company is focused on developing more department stores, mainly in the second and third-tier cities and in the most economically developed regions and regions with high economic growth in the PRC.

IMPLICATIONS UNDER THE LISTING RULES

As the applicable percentage ratios (as defined under the Listing Rules) in respect of the Guarantee Agreement on an aggregate basis exceed 5% but are less than 25%, the entering into of the Guarantee Agreement and the transactions contemplated thereunder constitute discloseable transactions of the Company and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules, but are exempted from the shareholders' approval requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following terms shall have the following meanings:

"Board"

the board of Directors;

"Chengdu Provident Fund

the Chengdu Housing Provident Fund Management

Center"

Center;

"Company"

Maoye International Holdings Limited, a company incorporated

in the Cayman Islands with limited liability and the shares of

which are listed on the main board of the Stock Exchange;

"connected person(s)"

has the meaning ascribed to it under the Listing Rules;

"Director(s)"

the director(s) of the Company;

"Group"

the Company and its subsidiaries;

"Guarantee"

the repayment obligations of the Purchasers guaranteed by

Maoye Commercial under the Guarantee Agreement;

"Guarantee Agreement "

the guarantee agreement dated 3 August 2020 entered into

between Maoye Commercial and Chengdu Provident Fund

Center;

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC;

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"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange;

"Maoye Commercial"

Maoye Commercial Co., Ltd. ( 茂 業 商 業 股 份 有 限 公 司 ), a

joint stock limited company established in the PRC and listed

on the Shanghai Stock Exchange (stock code: 600828) and a

non-wholly owned subsidiary of the Company;

"Maoye Haoyuan Sale Project"

the sale of residential and commercial properties named

"Maoye Haoyuan" （ 茂 業 豪 園 ） in the Jin Jiang area of

Chengdu city ( 成 都 市 錦 江 區 ) of the PRC by Maoye

Commercial;

"PRC"

the People's Republic of China, and for the purpose of this

announcement, excludes Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan;

"Properties"

the certain properties to be sold under the Maoye Haoyuan Sale

Project;

"Purchasers"

the purchasers of the Properties who will obtain mortgage loans

from Chengdu Provident Fund Center to fund such purchases;

"RMB"

Renminbi, the lawful currency of the PRC;

"Shareholder(s)"

the shareholders of the Company;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited.

By order of the Board

Maoye International Holdings Limited

Mr. Huang Mao Ru

Chairman

Hong Kong, 3 August 2020

As at the date of this announcement, the Board comprises three executive directors, namely, Mr. Huang Mao Ru, Mr. Zhong Pengyi and Ms. Lu Xiaojuan; one non-executive director, namely Mr. Wang Bin; and three independent non-executive directors, namely, Mr. Rao Yong, Mr. Pao Ping Wing and Mr. Gao Yajun.

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Maoye International Holdings Limited published this content on 03 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 August 2020 09:26:15 UTC