SCulture International : Announcements and Notices - Announcement Completion of Placing of Existing Shares by the Controlling Shareholder of the Company and Restoration of Public Float

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S. CULTURE INTERNATIONAL HOLDINGS LIMITED

港 大 零 售 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1255)

ANNOUNCEMENT

COMPLETION OF PLACING OF EXISTING SHARES BY THE CONTROLLING SHAREHOLDER OF THE COMPANY

AND

RESTORATION OF PUBLIC FLOAT

This announcement is made by S. Culture International Holdings Limited (the ''Company'' and together with its subsidiaries, the ''Group'') pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).

Reference is made to the announcements issued by the Company dated 28 July 2017 and 19 September 2017 in relation to, inter alia, the public float of the Company, the waiver of restoration of public float of the Company and the placing by the controlling shareholder (the ''Announcements''). Unless otherwise defined, capitalized terms used in this announcement have the same meanings as those defined in the Announcements.

COMPLETION OF THE PLACING

On 19 September 2017, the Offeror entered into the Placing Agreement with the Placing Agent for the Placing of 15,080,000 Placing Shares held by the Offeror at the placing price of HK$3.70 per Placing Share on a best-effort basis to not less than six placees. The Company has been informed by the Offeror that 15,080,000 Placing Shares, representing approximately 7.54% of the total number of issued Shares as at the date of this announcement, had been placed through the Placing Agent to not less than six placees at the placing price of HK$3.70 per Placing Share. Completion of the Placing took place on 21 September 2017. None of the investors under the Placing is expected to become a substantial shareholder of the Company immediately upon completion of the Placing.

To the best of the Offeror's knowledge, information and belief having made all reasonable enquiry, each of the placees and their respective ultimate beneficial owners are third parties independent of and not connected with the Company or any of its connected persons (as defined under the Listing Rules).

RESTORATION OF PUBLIC FLOAT

Immediately upon completion of the Placing, a total of 50,006,383 Shares, representing approximately 25.00% of the total number of issued Shares, are held by the public. As such, the public float of the Company has been restored to at least 25% of the total number of issued Shares in compliance with Rule 8.08(1)(a) of the Listing Rules with effect from completion of the Placing.

The following is a summary of the shareholding structure of the Company immediately before and immediately upon completion of the Placing:

Shareholding immediately before completion of

the Placing

Approximate

As of the date of

this announcement

Approximate

No. of Shares

% No. of Shares %

The Offeror and parties acting

in concert with it (Note 1) 165,073,617 82.54 149,993,617 75.00

Public Shareholders 34,926,383 17.46 50,006,383 25.00

Total 200,000,000 100.00 200,000,000 1 00.00

Note:

1. The Offeror is a limited company incorporated in Hong Kong and is ultimately solely owned by Mr. Yang Jun.

By order of the board of

S. CULTURE INTERNATIONAL HOLDINGS LIMITED Yang Jun

Chairman

Hong Kong, 21 September 2017

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Yang Jun, Mr. Lin Zheming and Mr. Zhu Fangming, three non-executive Directors, namely, Mr. Law Fei Shing, Mr. Lin Jun and Mr. Chu Chun Ho, Dominic and three independent non- executive Directors, namely, Mr. Xie Rongxing, Mr. Chen Huigang and Mr. Lum Pak Sum.