Tenwow International : Announcements and Notices - Announcement (1) Resignation of Independent Non-executive Directors and Members of Audit Committee, Nomination Committee and Remuneration Committee; and (2) Resignation of Executive Director and Authorized Representative

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01219)

ANNOUNCEMENT

(1) RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

AND

MEMBERS OF AUDIT COMMITTEE, NOMINATION COMMITTEE

AND

REMUNERATION COMMITTEE;

AND

(2) RESIGNATION OF EXECUTIVE DIRECTOR

AND AUTHORIZED REPRESENTATIVE

This announcement is made pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities of the Stock Exchange (the ''Listing Rules'').

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND MEMBERS OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

The board of directors (the ''Board'') of Tenwow International Holdings Limited (the ''Company'', together with its subsidiaries, the ''Group'') announces that:

(i) Mr. Liu Chang-Tzong (''Mr. Liu'') has resigned as an independent non-executive director (''INED'') of the Company and members of the audit committee of the Company (the ''Audit Committee''), the remuneration committee of the Company (the ''Remuneration Committee'') and the nomination committee of the Company (the ''Nomination Committee'') with effect from 24 August 2018;

• (ii) Mr. Cheung Yui Kai Warren (''Mr. Cheung'') has resigned as the INED and the chairman of the Audit Committee with effect from 24 August 2018; and

• (iii) Mr. Wang Longgen (''Mr. Wang'') has resigned as the INED, members of the Audit Committee and the Nomination Committee and the chairman of the Remuneration Committee with effect from 24 August 2018.

Reference is made to the announcement (''Announcement'') dated 17 August 2018. Mr. Liu, Mr. Cheung and Mr. Wang indicated that they resigned because they have disagreements with certain board members of the Company on, among other things, 1) the remedial actions to be taken after the preliminary internal investigation of certain abnormal transactions; and 2) the independency of certain independent third parties of the Group. Mr. Liu, Mr. Cheung and Mr. Wang also indicated that they might not be able to fully fulfill their responsibilities as independent non-executive directors in the future due to their other personal obligations.

Mr. Liu, Mr. Cheung and Mr. Wang would like to emphasize that they had no knowledge of all those abnormal transactions as stated in the Announcement at the relevant time.

Save as disclosed above, there is no any other matters regarding the resignations of Mr. Liu, Mr. Cheung and Mr. Wang that need to be brought to the attention of the shareholders of the Company and the Stock Exchange.

Insufficient Number of INEDs

Following the resignation of Mr. Liu, Mr. Cheung and Mr. Wang, the Board would have no INEDs, as such the number of which falls below the minimum number of the three (3) INEDs and no INEDs would have the appropriate professional qualifications or accounting or related financial management expertise and INEDs no longer represent at least one-third of the Board pursuant to Rule 3.10 and 3.10A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'').

The Company is in the process of identifying and shall appoint suitable candidate(s) to fill up the vacancy of the INEDs as a result of Mr. Liu, Mr. Cheung and Mr. Wang's resignation as soon as practicable and in any event within three (3) months from the date of Mr. Liu, Mr. Cheung and Mr. Wang's resignation pursuant to Rule 3.11 of the Listing Rules.

In addition, the Audit Committee would have no members at all which fails to meet the requirement as set out in Rule 3.21 of the Listing Rules. The Board will appoint appropriate person(s) to fill the vacancy in the Audit Committee as soon as practicable and in any event within three (3) months from the date of Mr. Liu, Mr. Cheung and Mr. Wang's resignation pursuant to Rule 3.23 of the Listing Rules.

Further, the Remuneration Committee comprises of Lin Qi only which fails to meet the requirement as set out in Rule 3.25 of the Listing Rules. The Board will appoint appropriate person(s) to fill the vacancy in the Remuneration Committee as soon as practicable and in any event within three (3) months from the date of Mr. Liu and Mr. Wang's resignation pursuant to Rule 3.27 of the Listing Rules.

Under code provision A.5.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, the Nomination Committee comprises of Lin Qi only which fails to meet the requirement that a nomination committee should comprises a majority of independent non-executive directors. The Board will appoint appropriate person(s) to fill the vacancy in the Nomination Committee as soon as practicable.

An updated list of directors of the Company and their role and function including the composition of each of the committees of the Board is also made available on the websites of the Stock Exchange and the Company on the date of this announcement.

RESIGNATION OF EXECUTIVE DIRECTOR AND AUTHORIZED REPRESENTATIVE

The Board also announces that Ms. Au Lai Hang (''Ms. Au'') has tendered her resignation in June 2018 as an executive director and an authorised representative of the Company with effect from 20 September 2018 due to adjustment of her work arrangements. Ms. Au will retain her roles as senior management for various subsidiaries of the Group.

Ms. Au confirmed that there is no disagreement with the Board and there are no matters that need to be brought to the attention of the Stock Exchange and the shareholders of the Company.

The Board would like to express its sincere gratitude and appreciation to Mr. Liu, Mr. Cheung, Mr. Wang and Ms. Au for their valuable contribution to the Company during their tenure of service.

CONTINUED SUSPENSION OF TRADING

Reference is also made to the Announcement, pursuant to which it was disclosed that all dealings in the shares of the Company were suspended with effect from 9:00 a.m. on 13 August 2018. Trading in the shares of the Company will remain suspended until further notice.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board

Tenwow International Holdings Limited

Lin Qi

Chairman

Hong Kong, 27 August 2018

As at the date of this announcement, the executive directors of the Company are Mr. Lin Qi, Mr. Yan Zhixiong, Mr. Yeung Yue Ming, Ms. Au Lai Hang and Mr. Xu Jianxin; the non-executive director of the Company is Mr. Liu Zhao.