Southwest Securities International Securities Limi : ANNOUNCEMENT DISCLOSURE PURSUANT TO RULES 13.13 AND 13.15 OF THE LISTING RULES

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.

SOUTHWEST SECURITIES INTERNATIONAL SECURITIES LIMITED

西 證 國 際 證 券 股 份 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(STOCK CODE: 812)

ANNOUNCEMENT

DISCLOSURE PURSUANT TO RULES 13.13 AND 13.15 OF

THE LISTING RULES

ADVANCE TO AN ENTITY

On 13 February 2018, the Facility Agreement was entered into amongst the Lender (an indirect wholly-owned subsidiary of the Company), the Borrower and Mr. Chen as guarantor of the Borrower, pursuant to which the Lender has agreed to grant the Loan of up to HK$270 million to the Borrower. On 13 February 2019, the Lender, the Borrower and Mr. Chen entered into the Amendment Deed to extend the repayment date of the Loan from 13 February 2019 to 28 April 2019.

On 16 October 2019, the Lender entered into the Restructuring Deed with the Borrower and the Guarantors to, amongst others, extend the repayment date of the outstanding amounts.

THE LISTING RULES IMPLICATIONS

As the Loan to the Borrower constitutes an advance to an entity under Rule 13.13 of the Listing Rules and the outstanding amounts as of the date of this announcement exceeds 8% under the assets ratio based on the latest published consolidated total assets of the Company as defined under Rule 14.07(1) of the Listing Rules, the advance of the Loan to the Borrower is subject to the general disclosure obligation under Rule 13.15 of the Listing Rules.

The Lender is a securities house and provides financial assistance in its ordinary and usual course of business and upon normal commercial terms by way of securities margin financing in order to facilitate the proposed acquisitions and continued holding of securities listed on the Stock Exchange pursuant to Rule 14.04(1)(e)(iii) of the Listing Rules. Accordingly, the transactions contemplated under the Restructuring Deed are exempted from the disclosure requirements under Chapter 14 of the Listing Rules.

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ADVANCE TO AN ENTITY

Reference is made to (i) the announcement of the Company dated 14 February 2018 with respect to the advance made under the Facility Agreement and (ii) the announcement of the Company dated 13 February 2019 in respect of the Amendment Deed to extend the repayment date of the outstanding principal amount of the Loan.

On 13 February 2018, the Facility Agreement was entered into amongst the Lender (an indirect wholly-owned subsidiary of the Company), the Borrower and Mr. Chen as guarantor of the Borrower, pursuant to which the Lender has agreed to grant the Loan of up to HK$270 million to the Borrower. On 13 February 2019, the Lender, the Borrower and Mr. Chen entered into the Amendment Deed to extend the repayment date of the Loan from 13 February 2019 to 28 April 2019.

On 16 October 2019, the Lender entered into the Restructuring Deed with the Borrower and the Guarantors to, amongst others, extend the repayment date of the outstanding amounts under the Facility Agreement as follows:

1. as to HK$10,000,000 on or before the date falling three days after the date of the Restructuring Deed and as to HK$20,000,000 on or before the date falling thirty days after the date of the Restructuring Deed, in respect of which HK$19,084,932 is to be applied towards repayment of the interests accrued from 13 February 2019 up to and including 15 September 2019 and HK$10,915,068 towards repayment of the Loan;
2. as to HK$30,000,000 on or prior to the date falling six months of the date of the Restructuring Deed, which is to be applied towards repayment of the Loan;
3. as to HK$50,000,000 on or prior to the date falling nine months of the date of the Restructuring Deed, which is to be applied towards repayment of the Loan; and
4. as to the balance of the Loan and all other sums payable on or before the date falling twelve months of the date of the Restructuring Deed.

As at 16 October 2019, the outstanding principal amount of the Loan is HK$270 million. The Loan is secured by the Share Charge and guaranteed by the Guarantors (comprising Mr. Chen and additional guarantors Jiangmen Jinhui and Zhaoqing Jiazhou pursuant to the Restructuring Deed) in relation to the due and punctual performance and the payment obligations of the Borrower under the Facility Agreement as amended and supplemented by the Amendment Deed and the Restructuring Deed. The Borrower and Mr. Chen have also undertaken to procure the entire equity interest in each of Jiangmen Jinhui and Zhaoqing Jiazhou be pledged in favour of the Lender.

On receipt of the payment of the amount referred to in (i) above, the Lender will release 23,799,717 of the Charged Shares (which represents approximately 2.37% to the total issued share capital of the Target Company) from the security created under the Share Charge. On receipt of the payment of the amount referred to in (ii) and/or (iii) above, the Lender shall, at the request of the Borrower or a duly authorized person of the Borrower, release on a pro rata basis part of the Charged Shares provided that the remaining number of Charged Shares will represent not less than 51% of the entire issued share capital of the Target Company.

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As of the date of this announcement, to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Borrower and the Guarantors is a third party independent of the Company and its connected persons.

INFORMATION ON THE BORROWER

The Borrower is Jaguar Asian Limited, a company incorporated under the laws of the British Virgin Islands with limited liability and its ultimate beneficial owner is Mr. Chen. The Borrower is an investment holding company. As of the date of this announcement, the Borrower holds an aggregate of 588,720,412 Target Shares, representing approximately 58.69% of the entire issued share capital of the Target Company.

INFORMATION ON GUARANTORS

Mr. Chen, an individual holding PRC Identity Card, is the ultimate beneficial owner and sole director of the Borrower.

Jiangmen Jinhui is a company incorporated in the PRC with limited liability and owned as to 90% by Zhongshan Shunyi Industrial Development Company Limited* (中山市順益實業發 展有限公司) (which is 90% owned by Mr. Chen). Jiangmen Jinhui is principally engaged in the property investment and management in the PRC.

Zhaoqing Jiazhou is a company incorporated in the PRC with limited liability and is owned as to 70.03% by Guangdong Yihua Square Management Company Limited* (廣東益華廣場 管理有限公司) (which is ultimately controlled by Mr. Chen) and as to 29.97% by Zhongshan Yitai Lihua Investment Company Limited* (中山益泰利華投資有限公司) (which is ultimately controlled by Mr. Wei, a former director of the Target Company). Zhaoqing Jiazhou is principally engaged in the property development, investment and management in the PRC.

INFORMATION ON THE TARGET COMPANY

The Target Company is a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 2213). The Target Company is an investment holding company principally engaged in the operation of department store chain in the PRC. The Target Company operates its business through various segments, namely department store, supermarket and convenience store, electrical appliance, furniture, consulting service, property investment, property development and others. Through its subsidiaries, the Target Company is also engaged in ecommerce business.

THE LISTING RULES IMPLICATIONS

As the Loan to the Borrower constitutes an advance to an entity under Rule 13.13 of the Listing Rules and the outstanding amounts as of the date of this announcement exceeds 8% under the assets ratio based on the latest published consolidated total assets of the Company as defined under Rule 14.07(1) of the Listing Rules, the advance of the Loan to the Borrower is subject to the general disclosure obligation under Rule 13.15 of the Listing Rules.

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The Lender is a securities house and provides financial assistance in its ordinary and usual course of business and upon normal commercial terms by way of securities margin financing in order to facilitate the proposed acquisition and continued holding of securities listed on the Stock Exchange pursuant to Rule 14.04(1)(e)(iii) of the Listing Rules. Accordingly, the transactions contemplated under the Restructuring Deed are exempted from the disclosure requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions have the following meanings as specified herein:

''Amendment Deed''	the amendment deed dated 13 February 2019 entered into
	amongst the Lender, the Borrower and Mr. Chen to amend
	certain terms and conditions of the Facility Agreement
''Board''	the board of Directors of the Company
''Borrower''	Jaguar Asian Limited, a company incorporated under the
	laws of the British Virgin Islands with limited liability
''Charged Shares''	Target Shares owned by the Borrower subject to the Share
	Charge
''Company''	Southwest Securities International Securities Limited（西證
	國際證券股份有限公司*）, a company incorporated in
	Bermuda with limited liability, the issued shares of which
	are listed on the Main Board of the Stock Exchange

''connected person(s)'' ''Directors'' ''Facility Agreement''

has the meaning ascribed to it under the Listing Rules

the directors of the Company

the facility agreement dated 13 February 2018 entered into amongst the Lender, the Borrower and Mr. Chen as guarantor in relation to the advance of the Loan

''Guarantors'' ''HK$'' ''Hong Kong''

''Jiangmen Jinhui''

Mr. Chen, Jiangmen Jinhui and Zhaoqing Jiazhou

Hong Kong dollar, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

Jiangmen Jinhui Century Plaza Property Management Company Limited* (江門市金滙世紀廣場物業管理有限公 司), a company incorporated in the PRC with limited liability

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''Lender''

''Listing Rules''

''Loan''

''Mr. Chen'' ''Mr. Wei'' ''PRC''

''Restructuring Deed''

''Share Charge''

''Stock Exchange'' ''Target Company''

''Target Shares''

Southwest Securities (HK) Brokerage Limited (西證(香港) 證券經紀有限公司), a corporation licensed to carry out business in type 1 (dealing in securities) and type 4 (advising on securities) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and an indirect wholly-owned subsidiary of the Company

the Rules Governing the Listing of Securities on the Stock Exchange

a secured security margin loan facility of up to HK$270 million granted by the Lender to the Borrower pursuant to the Facility Agreement

Mr. Chen Da Ren (陳達仁)

Mr. Wei Chaoling* (魏超靈)

the People's Republic of China, and for the purpose of this announcement, excluding Hong Kong, Macau and Taiwan

the deed of restructuring dated 16 October 2019 entered into amongst the Lender, the Borrower and the Guarantors to further amend certain terms and conditions of the Facility Agreement (as amended and supplemented by the Amendment Deed)

the deed of mortgage and assignment dated 13 February 2018 (supplemented by a charge supplement dated 29 March 2019 entered into by the Borrower) entered into by the Borrower in favour of the Lender in respect of a charge over the Target Shares

The Stock Exchange of Hong Kong Limited

Yi Hua Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 2213)

ordinary shares in the issued share capital of the Target Company which are beneficially owned by the Borrower from time to time. As of the date of this announcement, the Borrower holds an aggregate of 588,720,412 Target Shares, representing approximately 58.69% of the entire issued share capital of the Target Company

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''Zhaoqing Jiazhou''	Zhaoqing Jiazhou New City Real Estate Industry
	Development Company Limited* (肇慶市加洲新城房地產
	實業開發有限公司), a company incorporated in the PRC
	with limited liability
''%''	percent
	By order of the Board
	SOUTHWEST SECURITIES INTERNATIONAL SECURITIES LIMITED
	WU JIAN*
	Chairman
Hong Kong, 16 October 2019

As at the date of this announcement, the executive directors of the Company are Mr. Wu Jian* (Chairman), Mr. Pu Rui* (Chief Executive Officer), Dr. Zhao Mingxun*, Ms. Wang Huiyun* and Mr. Xiong Xiaoqiang*; and the independent non-executive directors of the Company are Professor Wu Jun*, Mr. Meng Gaoyuan* and Dr. Guan Wenwei.

• For identification purpose only

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