Wuzhou International : DISCLOSEABLE TRANSACTION IN RELATION TO THE DISPOSALS OF THE PROPERTIES

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.

WUZHOU INTERNATIONAL HOLDINGS LIMITED

五 洲 國 際 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1369)

DISCLOSEABLE TRANSACTION

IN RELATION TO

THE DISPOSALS OF THE PROPERTIES

THE DISPOSALS

The Board is pleased to announce that, on 4 August 2020, the Vendor and the Purchasers entered into the Agreements of Property Sale and Bonds Cancellation respectively, pursuant to which the Vendor agreed to sell, and the Purchaser 1 and Purchaser 2 agreed to acquire the Property 1 and Property 2 at a consideration of approximately RMB43.74 million and approximately RMB20.22 million respectively.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of each of the Disposals is more than 5% but less than 25%, each of the Disposal constitutes a discloseable transaction on the part of the Company, and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

THE DISPOSALS

The Board is pleased to announce that, on 4 August 2020, the Vendor and the Purchasers entered into the Agreements of Property Sale and Bonds Cancellation respectively, pursuant to which the Vendor agreed to sell, and the Purchaser 1 and Purchaser 2 agreed to acquire the Property 1 and Property 2 at a consideration of approximately RMB43.74 million and approximately RMB20.22 million respectively.

1

THE AGREEMENT OF PROPERTY SALE AND BONDS CANCELLATION 1

The major terms of the Agreement of Property Sale and Bonds Cancellation 1 are as follows:

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of the Purchaser 1 and its ultimate beneficial owners is not a connected person of the Company and is an Independent Third Party.

Consideration

The consideration for the Disposal 1 is approximately RMB43.74 million (the "Consideration 1"), of which shall be satisfied by the Purchaser 1 by transferring the corresponding interests in the 2nd Tranche 2016 Corporate Bonds to the Vendor or the Vendor's nominees.

The Consideration 1 was arrived at after arm's length negotiations between the Vendor and the Purchaser 1, taking into account (i) the reasons for the Disposal 1 as disclosed in the section headed "Reasons for and Benefits of the Disposal" in this announcement and (ii) the valuation of the Property 1.

The Property to be disposed

The property to be disposed comprises 52 commercial property units situated on the 5/F of Area A of Wuzhou Galaxy City in No. 313 Guangyi Road, Wuxi City (無錫市廣益路313號五洲銀河城), with a

total gross floor area of 8,748.14 square metres.

According to the valuation provided by an independent valuer, the market value of the Property 1 to be disposed by the Vendor in respect of the Agreement of Property Sale and Bonds Cancellation 1 as at 31 December 2019 was approximately RMB51.14 million (i.e. approximately RMB5,846 per square metre).

2

REASONS FOR AND BENEFITS OF THE DISPOSAL 1

The purpose of the Disposal 1 is for the Group to set off certain debts in the 2nd Tranche 2016 Corporate Bonds. The Directors are of the view that the terms and conditions of the Agreement of Property Sale and Bonds Cancellation are fair and reasonable and on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

FINANCIAL IMPACT OF THE DISPOSAL 1

Upon completion of the Disposal 1, it is estimated that the Group will record a loss of approximately RMB9.48 million (net of tax) which is calculated on the basis of the difference between the net amount of the consideration and the valuation of the Property 1 of approximately RMB51.14 million.

Shareholders should note that the above figures are for illustrative purpose only. The actual gain or loss arising from the Disposal 1 may be different from the above estimation and will be determined based on the valuation of the Property 1 and the relevant expenses incurred on the Disposal 1 and is subject to review by the Company's auditors.

THE AGREEMENT OF PROPERTY SALE AND BONDS CANCELLATION 2

The major terms of the Agreement of Property Sale and Bonds Cancellation 2 are as follows:

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of the Purchaser 2 and its ultimate beneficial owners is not a connected person of the Company and is an Independent Third Party.

Consideration

The consideration for the Disposal 2 is approximately RMB20.22 million (the "Consideration 2"), of which shall be satisfied by the Purchaser 2 by transferring the corresponding interests in the 2nd Tranche 2016 Corporate Bonds to the Vendor or the Vendor's nominees.

3

The Consideration 2 was arrived at after arm's length negotiations between the Vendor and the Purchaser 2, taking into account (i) the reasons for the Disposal 2 as disclosed in the section headed "Reasons for and Benefits of the Disposal" in this announcement and (ii) the valuation of the Property 2.

The Property to be disposed

The property to be disposed comprises 71 commercial property units situated on the 4/F of Area C of Wuzhou Galaxy City in No. 313 Guangyi Road, Wuxi City (無錫市廣益路313號五洲銀河城), with a

total gross floor area of 3,369.65 square metres.

According to the valuation provided by an independent valuer, the market value of the Property 2 to be disposed by the Vendor in respect of the Agreement of Property Sale and Bonds Cancellation 2 as at 31 December 2019 was approximately RMB20.24 million (i.e. approximately RMB6,023 per square metre).

REASONS FOR AND BENEFITS OF THE DISPOSAL 2

The purpose of the Disposal 2 is for the Group to set off certain debts in the 2nd Tranche 2016 Corporate Bonds. The Directors are of the view that the terms and conditions of the Agreement of Property Sale and Bonds Cancellation 2 are fair and reasonable and on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

FINANCIAL IMPACT OF THE DISPOSAL 2

Upon completion of the Disposal 2, it is estimated that the Group will record a loss of approximately RMB1.04 million (net of tax) which is calculated on the basis of the difference between the net amount of the Consideration 2 and the valuation of the Property 2 of approximately RMB20.24 million.

Shareholders should note that the above figures are for illustrative purpose only. The actual gain or loss arising from the Disposal 2 may be different from the above estimation and will be determined based on the valuation of the Property 2 and the relevant expenses incurred on the Disposal and is subject to review by the Company's auditors.

INFORMATION ABOUT THE COMPANY, THE VENDOR, THE PURCHASER 1 AND THE PURCHASER 2

The Group, comprising the Company and its subsidiaries, is principally involved in property development, property investment and provision of property management services in the PRC.

The Vendor principally engages in investment holding and is a wholly-owned subsidiary of Wuxi Wuzhou (the issuer of the 2nd Tranche 2016 Corporate Bonds).

4

The Purchaser 1 is the beneficial owner of some of the 2nd Tranche 2016 Corporate Bonds. To the best of the Directors' knowledge and information, the Purchaser 1 principally engages in inter alia, enterprise management consultancy, trading of fuels, import and export of goods. The ultimate beneficial owner of the Purchaser 1 is Mr. Wang Dongsheng*, a Chinese citizen and businessman.

The Purchaser 2 is the beneficial owner of some of the 2nd Tranche 2016 Corporate Bonds. To the best of the Directors' knowledge and information, the Purchaser 2 principally engages in inter alia, enterprise management consultancy, leasing of warehouses, leasing of logistic equipment and computer and internet technology development. The ultimate beneficial owner of the Purchaser 2 is Mr. Wan Yongxing*, a Chinese citizen and businessman.

LISTING RULES IMPLICATIONS

As the highest percentage ratio (as defined under the Listing Rules) in respect each of the Disposals is more than 5% but less than 25%, each of the Disposals constitutes a discloseable transaction on the part of the Company, and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

No Director has a material interest in the transactions and has abstained from voting on the board resolutions approving the Disposals and the Agreements of Property Sale and Bonds Cancellation.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

5

6

As at the date of this announcement, the Board comprises four executive Directors, being Mr. Shen Xiaowei (Chief Executive Officer), Mr. Zhu Yongqiu, Ms. Cai Qiaoling and Mr. Zhou Chen, and three independent non-executive Directors, being Dr. Song Ming, Prof. Shu Guoying and Mr. Liu Chaodong.

• In this announcement, the English names of the PRC entities or individuals are translation of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

7