SCulture International : Announcements and Notices - Announcement Waiver from Strict Compliance with Rule 8.08(1)(a) of the Listing Rules and Update on the Status of the Public Float of the Company

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.

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

WAIVER FROM STRICT COMPLIANCE WITH RULE 8.08(1)(a) OF THE LISTING RULES

AND

UPDATE ON THE STATUS OF THE PUBLIC FLOAT OF THE COMPANY

Reference is made to the announcement dated 10 July 2017 jointly issued by Shang Ying Financial Holding Co., Limited (the ''Offeror'') and the Company in relation to, inter alia, the close of the Offer, the level of acceptances under the Offer, the public float of the Company and waiver of restoration of public float of the Company (the ''Closing Announcement'') and the composite offer and response document jointly issued by the Company and the Offeror dated 17 June 2017 (the ''Composite Document''). Unless otherwise defined, capitalized terms used in this announcement have the same meanings as those defined in the Closing Announcement and the Composite Document.

GRANT OF WAIVER FROM STRICT COMPLIANCE WITH RULE 8.08(1)(a) OF THE LISTING RULES

As disclosed in the Closing Announcement, immediately after the close of the Offer, and taking into account the valid acceptances in respect of 48,258,820 Offer Shares, the Offeror and parties acting in concert with it were interested in an aggregate of 165,073,617 Shares, representing approximately 82.54% of the entire issued share capital of the Company as at the date of the Closing Announcement. Immediately following the close of the Offer, 34,926,383 Shares, representing approximately 17.46% of the entire issued share capital of the Company, as at the date of the Closing Announcement, were held by the public (within the meaning of the Listing Rules). Accordingly, the minimum public float requirement of 25% as set out in Rule 8.08(1)(a) of the Listing Rules was not satisfied.

An application was made to the Stock Exchange for a temporary waiver from strict compliance with Rule 8.08(1)(a) of the Listing Rules for a period of three months commencing from 10 July 2017, being the Closing Date (the ''Waiver''). On 27 July 2017, the Stock Exchange granted the Waiver to the Company for a period of three months from 10 July 2017 to 9 October 2017, subject to the issue of this announcement.

CURRENT STATUS OF THE PUBLIC FLOAT OF THE COMPANY

As at the date of this announcement, the public float of the Company is approximately 17.46% and the shareholding structure of the Company is as follows:

As at the date of this announcement

The Offeror and parties acting in concert with it	No. of Shares 165,073,617	Approximate % 82.54
Public Shareholders	34,926,383	17.46
Total	200,000,000	100.00

PROGRESS IN THE RESTORATION OF PUBLIC FLOAT

Active steps are being taken to restore the minimum public float of the Company, which may include, among other things, placing down part of the Offeror's interest in the Company (the ''Proposed Disposal(s)''), to independent third parties not connected with or acting in concert with the Offeror, its ultimate beneficial owners and associates, the Directors, chief executive or substantial Shareholders of the Company or any of their respective subsidiaries or any of their respective associates. Upon completion of the Proposed Disposal(s), the Offeror and parties acting in concert with it are expected to hold not more than 75% of the entire issued share capital of the Company and the public float of the Company will be restored to no less than 25% of the entire issued share capital of the Company. As at the date of this announcement, no definitive agreement has been entered into by the Offeror in respect of the above steps to restore the minimum public float.

Further announcement(s) will be made by the Company regarding the restoration of the public float as and when appropriate pursuant to the Listing Rules.

By order of the Board of

S. CULTURE INTERNATIONAL HOLDINGS LIMITED Yang Jun

Chairman

Hong Kong, 28 July 2017

As at the time of issue 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.