CWT INTERNATIONAL LIMITED

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1 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) DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF SUBSIDIARY AND ASSOCIATED COMPANY The Board is pleased to announce that on the date of this announcement, (i) CWT SG (an indirect wholly-owned subsidiary of the Company) has entered into the SPA 1 with ARA, under which CWT SG has agreed to sell to ARA all the shares in Target 1 held by CWT SG (which constitute 40% of the total issued share capital of Target 1) for a consideration of HK$168.5 million, and (ii) CWEPL (an indirect wholly-owned subsidiary of the Company) has entered into the SPA 2 with APM, under which CWEPL has agreed to sell to APM all the shares in Target 2 held by CWEPL (which constitute 60% of the total issued share capital of Target 2) for a consideration of HK$131.5 million. As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company, which is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, APM holds 40% interest in Target 2 and is a substantial shareholder of Target 2. ARA and APM are within the same group of companies, and as such ARA is an associate of APM. Each of APM and ARM is therefore a connected person at the subsidiary level according to Rules 14A.07(1) and 14A.07(4) of the Listing Rules. Accordingly, the Disposal constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. By virtue of Rule 14A.101 of the Listing Rules, since (1) each of APM and ARA is a connected person at the subsidiary level, (2) the Board has approved the Disposal; and (3) the independent non-executive Directors have confirmed that the terms of the Disposal are fair and reasonable and the Disposal is on normal commercial terms or better and in the interests of the Company and its shareholders as a whole, the Disposal is subject to the notification and announcement requirements, and is exempt from the circular, independent financial advice and independent shareholders approval requirements under Chapter 14A of the Listing Rules. 1

2 THE DISPOSAL The Board is pleased to announce that on the date of this announcement: (a) (b) CWT SG (an indirect wholly-owned subsidiary of the Company) and ARA have entered into the SPA 1, under which CWT SG agreed to sell to ARA all the shares in Target 1 held by CWT SG (which constitute 40% of the total issued share capital of Target 1) for a consideration of HK$168.5 million; and CWEPL (an indirect wholly-owned subsidiary of the Company) and APM have entered into the SPA 2 to sell to APM all the shares in Target 2 held by CWEPL (which constitute 60% of the total issued share capital of Target 2) for a consideration of HK$131.5 million. Completion of each of SPA 1 and SPA 2 shall take place on 2 July 2018, or such other date as the parties may agree. Following the completion of the Disposal, Target 1 will cease to be an associated company of the Company, and Target 2 will cease to be a subsidiary of the Company. The Board is of the view that the Disposal is fair and reasonable and in the interest of the Company and its shareholders as a whole. The consideration for the Disposal was determined with reference to the asset value of the Target 1 Sale Shares and the Target 2 Sale Shares as at 31 December FINANCIAL EFFECTS OF THE DISPOSAL Target 1 is principally engaged in the provision of property fund management services, and that Target 2 is principally engaged in the provision of property management, lease management, marketing services and project management services. The net asset value of Target 1 as at 31 December 2017 was S$4,610,076 HK$26,600,129). The financial results of Target 1 for the two financial years immediately preceding the date of the transaction are as follows: For the year ended 31 December Net profit before tax Net profit after tax S$4,518,589 HK$26,072,259) S$3,813,374 HK$22,003,168) S$4,181,502 HK$24,127,267) S$3,541,068 HK$20,431,962) 2

3 The net asset value of Target 2 as at 31 December 2017 was S$1,870,492 HK$10,792,739). The financial results of Target 2 for the two financial years immediately preceding the date of the transaction are as follows: For the year ended 31 December Net profit before tax Net profit after tax S$3,676,459 HK$21,213,168) S$3,109,493 HK$17,941,775) S$3,756,894 HK$21,677,278) S$3,176,577 HK$18,328,849) Subject to final audit, it is expected that the Group will realise a gain on disposal of HK$279,000,000, which is calculated by reference to the carrying value of the Target 1 Sale Shares and Target 2 Sale Shares as at 31 December It is currently intended that the proceeds from the Disposal will be used as general working capital and other investments of the Group. After completion of the Disposal, the Group will cease to have any interest in Target 1 and Target 2, and Target 2 will cease to be accounted for as a subsidiary in the Group s financial statements. REASONS FOR THE DISPOSAL The Company is a Hong Kong-based investment holding company principally engaged in commodity marketing, financial services and logistic services. The Company is also engaged in the affiliated business of operation of sports and leisure related facilities, property investment, management & development, and engineering services. Each of ARA and APM is an investment holding company principally engaged in the business of real estate property management. The Disposal would enable the Group to streamline its operation and commit the available resources to businesses that provide a better return to the shareholders of the Company. The Directors (including the independent non-executive Directors) are of the view that the Disposal has been entered into on normal commercial terms and are fair and reasonable and the transactions contemplated under SPA 1 and SPA 2 are in the interests of the Company and its shareholders as a whole. No Director is regarded as having a material interest in the transactions contemplated under the SPA 1 and SPA 2, and accordingly no Director is required to abstained from voting on the relevant board resolutions approving the SPA 1 and SPA 2 and the transactions contemplated thereunder. 3

4 IMPLICATIONS UNDER THE LISTING RULES As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company, which is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. As at the date of this announcement, APM holds 40% interest in Target 2 and is a substantial shareholder of Target 2. ARA and APM are within the same group of companies, and as such ARA is an associate of APM. Each of APM and ARM is therefore a connected person at the subsidiary level according to Rules 14A.07(1) and 14A.07(4) of the Listing Rules. Accordingly, the Disposal constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. By virtue of Rule 14A.101 of the Listing Rules, since (1) each of APM and ARA is a connected person at the subsidiary level, (2) the Board has approved the Disposal; and (3) the independent non-executive Directors have confirmed that the terms of the Disposal are fair and reasonable and the Disposal is on normal commercial terms or better and in the interests of the Company and its shareholders as a whole, the Disposal is subject to the notification and announcement requirements, and is exempt from the circular, independent financial advice and independent shareholders approval requirements under Chapter 14A of the Listing Rules. DEFINITIONS In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise: ARA APM Board Company CWEPL CWT SG Director(s) Disposal Group HK$ ARA Cache (Holdings) Pte. Ltd. APM (Holdings) Pte. Ltd. the board of directors of the Company CWT International Limited, a company incorporated in Hong Kong, the shares of which are listed on the Main Board of the Stock Exchange CWT Engineering Pte. Ltd., a company incorporated in Singapore and an indirect wholly-owned subsidiary of the Company CWT Pte. Limited, a company incorporated in Singapore and an indirect wholly-owned subsidiary of the Company the directors of the Company the sale of the (a) Target 1 Sale Shares from CWT SG to ARA and (b) Target 2 Sale Shares from CWEPL to APM the Company and its subsidiaries Hong Kong dollar, the lawful currency of Hong Kong 4

5 Hong Kong Listing Rules SPA 1 SPA 2 Stock Exchange S$ Target 1 Target 1 Sale Shares the Hong Kong Special Administrative Region of the People s Republic of China the Rules Governing the Listing of Securities on the Stock Exchange the share purchase agreement dated 22 June 2018 entered into between CWT SG and ARA in relation to the sale and purchase of the Target 1 Shares the share purchase agreement dated 22 June 2018 entered into between CWEPL and APM in relation to the sale and purchase of the Target 2 Shares The Stock Exchange of Hong Kong Limited Singapore dollar, the lawful currency of Singapore ARA-CWT Trust Management (Cache) Limited the 400,000 Target 1 Shares held legally and beneficially by CWT SG, which constitute 40% of the total issued share capital of Target 1 Target 1 Shares the ordinary shares in the capital of Target 1 Target 2 Target 2 Sale Shares Cache Property Management Pte. Ltd. the 60,000 Target 2 Shares held legally and beneficially by CWEPL, which constitute 60% of the total issued share capital of Target 2 Target 2 Shares the ordinary shares in the capital of Target 2 Unless otherwise stated, the exchange rate adopted in this announcement for illustration purpose only is S$1.00 = HK$5.77. Hong Kong, 22 June By order of the Board CWT INTERNATIONAL LIMITED Xu Haohao Executive Director As at the date of this announcement, the Board comprises Mr. Guo Ke (Executive Director and Co-Chairman), Mr. Xu Haohao (Executive Director and Co-Chairman), Mr. Ding Lei (Executive Director and Chief Executive Officer), Mr. Zhao Quan (Executive Director), Mr. Leung Shun Sang, Tony (Non-executive Director), Mr. Mung Bun Man, Alan (Non-executive Director), Mr. Leung Kai Cheung (Independent Non-executive Director), Mr. Liem Chi Kit, Kevin (Independent Non-executive Director) and Mr. Lam Kin Fung, Jeffrey (Independent Non-executive Director).