China Best : (1) PROPOSED RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS; AND (2) CLOSURE OF REGISTER OF MEMBERS

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

CHINA BEST GROUP HOLDING LIMITED

國 華 集 團 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 370)

1. PROPOSED RIGHTS ISSUE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING SHARES

HELD ON THE RECORD DATE ON A NON-UNDERWRITTEN BASIS;

AND

(2) CLOSURE OF REGISTER OF MEMBERS

Financial Adviser to the Company

Placing Agent to the Rights Issue

PROPOSED RIGHTS ISSUE

The Company proposes to implement the Rights Issue on the basis of one (1) Rights Share for every two (2) existing Shares held on the Record Date at the Subscription Price of HK$0.2 per Rights Share, to raise up to approximately HK$101.7 million by issuing up to 508,428,313 Rights Shares to the Qualifying Shareholders (assuming no change in the number of Shares in issue on or before the Record Date). The Rights Issue is not underwritten and will not be extended to the Non-Qualifying Shareholder(s) (if any).

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The estimated net proceeds of the Rights Issue, if fully subscribed, will be up to approximately HK$96.1 million (assuming no change in the number of Shares in issue on or before the Record Date). Subject to the fulfilment of the conditions of the Rights Issue, the Rights Issue will proceed on a non- underwritten basis irrespective of the level of acceptance of the provisionally allotted Rights Shares.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 9 June 2021 to Wednesday, 16 June 2021 (both days inclusive) for determining the entitlements to the Rights Issue during which period no transfer of Shares will be registered.

LISTING RULES IMPLICATIONS

In accordance with Rule 7.19A of the Listing Rules, as the Rights Issue will not increase the issued share capital of the Company by more than 50%, the Rights Issue is not subject to the approval of the Shareholders at a general meeting by way of poll.

The Prospectus Documents or the Prospectus, as appropriate, will be despatched to the Qualifying Shareholders and, for information only, the Non-Qualifying Shareholders in due course.

GENERAL

The Prospectus containing further information regarding, among other things, the Rights Issue, including information on acceptances of the Rights Shares and other information of the Group, and PAL(s) are expected to be despatched to the Qualifying Shareholders on or before Thursday, 17 June 2021. The Company will, to the extent reasonably practicable and legally permitted and subject to the advice of legal advisers in the relevant jurisdictions in respect of applicable local laws and regulations, send the Prospectus to the Non-Qualifying Shareholders for their information only.

WARNING OF THE RISKS OF DEALINGS IN THE SHARES AND RIGHTS SHARES IN NIL-PAID FORM

The Rights Issue is subject to the fulfilment of conditions including, among other things, the Stock Exchange granting the listing of, and permission to deal in, the Rights Shares in their nil- paid and fully-paid forms. Please refer to the paragraph headed "Conditions of the Rights Issue" in this announcement.

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Shareholders and potential investors of the Company should note that if the conditions to the Rights Issue are not fulfilled, the Rights Issue will not proceed. The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptance of the provisionally allotted Rights Shares. Any dealings in the Shares from the date of this announcement up to the date on which all the conditions of the Rights Issue are fulfilled, and any Shareholders dealing in the Rights Shares in nil-paid form will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders or other persons contemplating any dealings in the Shares or Rights Shares in nil-paid form are recommended to consult their professional advisers.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

PROPOSED RIGHTS ISSUE

The Company proposes to implement the Rights Issue on the basis of one (1) Rights Share for every two (2) existing Shares held on the Record Date at the Subscription Price of HK$0.2 per Rights Share, to raise up to approximately HK$101.7 million by issuing up to 508,428,313 Rights Shares to the Qualifying Shareholders (assuming no change in the number of Shares in issue on or before the Record Date).

The Rights Issue is not underwritten. Further details of the Rights Issue are set out below.

Issue statistics
Basis of the Rights Issue	: one (1) Rights Share for every two (2) existing Shares held by the
		Qualifying Shareholders at the close of business on the Record
		Date
Subscription Price	: HK$0.2 per Rights Share
Number of Shares in issue	:	1,016,856,626 Shares
as at the date of
this announcement
Number of Rights Shares	:	up to 508,428,313 Rights Shares (Note)
to be issued pursuant to the
Rights Issue

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Aggregate nominal value of the Rights Shares to be issued

Maximum number of Shares in issue immediately after completion of the Rights Issue

• up to HK$50,842,831.3 (Note)
• up to 1,525,284,939 Shares (Note)

Gross proceeds from the	: up to approximately HK$101.7 million before expenses (Note)
Rights Issue

Note: Assuming no change in the number of Shares in issue before completion of the Rights Issue.

As at the date of this announcement, the Company has no outstanding convertible bonds, options, derivatives, warrants, conversion rights or other similar rights entitling holders thereof to subscribe for or convert into or exchange for Shares.

Assuming no change in the number of Shares in issue on or before the Record Date, the aggregate 508,428,313 Rights Shares to be issued pursuant to the terms of the Rights Issue represent 50.0% of the total number of issued Shares as at the date of this announcement and approximately 33.3% of the total number of issued Shares as enlarged by the issue of the Rights Shares (assuming full acceptance by the Qualifying Shareholders).

Non-underwritten basis

The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares. In the event the Rights Issue is not fully subscribed, any Unsubscribed Rights Shares together with the NQS Unsold Rights Shares will be placed to independent placees under the Compensatory Arrangements on a best efforts basis. Any Unsubscribed Rights Shares or NQS Unsold Rights Shares remain not placed under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. There is no minimum amount to be raised under the Rights Issue.

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As the Rights Issue will proceed on a non-underwritten basis, the Shareholder who applies to take up all or part of his/her/its entitlement under the PAL(s) may unwittingly incur an obligation to make a general offer for the Shares under the Takeovers Code. Accordingly, the Rights Issue will be made on terms that the Company will provide for the Shareholders to apply on the basis that if the Rights Shares are not fully taken up, the application of any Shareholder (except for HKSCC Nominees Limited) for his/ her/its assured entitlement under the Rights Issue will be scaled down to a level which does not trigger an obligation on part of the relevant Shareholder to make a general offer under the Takeovers Code in accordance to the note to Rule 7.19(5)(b) of the Listing Rules.

The Subscription Price

The Subscription Price of HK$0.2 per Rights Share is payable in full by a Qualifying Shareholder upon acceptance of the relevant provisional allotment of the Rights Shares under the Rights Issue or when a transferee of the nil-paid Rights Shares accepts the provisional allotment of the relevant Rights Shares.

The Subscription Price represents:

1. a discount of approximately 45.21% to the closing price of HK$0.365 per Share as quoted on the Stock Exchange on the Last Trading Day;
2. a discount of approximately 46.95% to the average closing price of approximately HK$0.377 per Share as quoted on the Stock Exchange for the five (5) consecutive trading days up to and including the Last Trading Day;
3. a discount of approximately 46.09% to the average closing price of approximately HK$0.371 per Share as quoted on the Stock Exchange for the ten (10) consecutive trading days up to and including the Last Trading Day;
4. a discount of approximately 37.89% to the theoretical ex-rights price of approximately HK$0.322 per Share based on the benchmarked price of approximately HK$0.383 per Share;
5. a discount of approximately 81.48% to the net asset value of the Company of approximately HK$1.08 per Share based on the unaudited net asset value attributable to owners of the Company of approximately HK$1,097,964,000 as at 31 December 2020; and

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