CIL : INSIDE INFORMATION MEMORANDUM OF UNDERSTANDING IN RELATION TO THE POSSIBLE ACQUISITION

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.

CIL Holdings Limited

華 建 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 00479)

INSIDE INFORMATION

MEMORANDUM OF UNDERSTANDING

IN RELATION TO THE POSSIBLE ACQUISITION

This announcement is made by CIL Holdings Limited (the "Company") in relation to:

1. its announcement dated 22 November 2019 on a memorandum of understanding dated 22 November 2019 (the "MOU") in which the Company expressed its intention to

acquire, and Hu Jian (the "Vendor") expressed his intention to sell, 51% of the issued share capital of Wunan Chang Leqing Food Technology Limited (湖南長樂情食品科技 股份有限公司) ("Target Company") for a consideration of HK$40,000,000 (the

• Possible Acquisition") and (2) its announcement dated 17 January 2020 on a supplemental memorandum of understanding dated 17 January 2020 (the "Supplemental MOU") whereby the due diligence period for the Company (or its nominee) to conduct a legal, financial and technical due diligence review of the Target Company under the MOU (the "Due Diligence Review") was extended to 19 February 2020.

TERMINATION OF THE MOU AS SUPPLEMENTED BY THE SUPPLEMENTAL MOU

Due to the interruptions resulting from the outbreak of the novel coronavirus, it is practically not possible for the Company (or its nominee) to complete the Due Diligence Review on 19 February 2020 and the Company and the Vendor have agreed to terminate the MOU as supplemented by the Supplemental MOU with effect from 19 February 2020. Accordingly, the Company will no longer proceed with the Possible Acquisition.

By Order of the Board

CIL Holdings Limited

Ke Jun Xiang

Chairman

Hong Kong, 19 February 2020

As at the date of this announcement, the Board comprises 4 executive directors, namely Mr. Ke Jun Xiang (Chairman and Chief Executive Officer), Mr. Wilson Wong (Deputy Chairman), Ms. Lo Yuen Chung and Mr. Fu Daoding; 2 non-executive directors, namely Mr. Chow Yeung Tuen, Richard and Mr. Li Chung Kai, Philip; and 3 independent non-executive directors, namely Mr. Chan Siu Kay, Mr. Choi Chin Yu and Dr. Chow Hom Wan Owen.

• For identification purpose only