Zhidao International : APPLICATION OF WAIVER FROM STRICT COMPLIANCE WITH RULES 13.46(2)(a) AND 13.46(2)(b) OF THE LISTING RULES

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ZHIDAO INTERNATIONAL (HOLDINGS) LIMITED

志 道 國 際（ 控 股 ）有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(STOCK CODE: 01220)

APPLICATION OF WAIVER FROM STRICT COMPLIANCE WITH

RULES 13.46(2)(a) AND 13.46(2)(b) OF THE LISTING RULES

References are made to (1) the announcement of Zhidao International (Holdings) Limited (the ''Company'') dated 15 June 2020 in relation to a meeting of the board of directors of the Company (the ''Board'') on 29 June 2020; (2) the announcement of the Company dated 30 June 2020 in relation to the unaudited annual results of the Company and its subsidiaries (the ''Group'') for the year ended 31 March 2020; (3) the announcement of the Company dated 28 July 2020 in relation to, among other things, update on publication of 2020 Audited Annual Results.

Unless the context requires otherwise, terms and expressions used in this announcement shall have the same meanings as those defined in the Announcements.

APPLICATION OF THE WAIVER UNDER RULES 13.46(2)(a) AND 13.46(2)(b) OF THE LISTING RULES

The Waiver

The Company has applied for, (i) a waiver from strict compliance with Rule 13.46(2)(a) of the Listing Rules on the basis that the Company will despatch 2020 Annual Report on or before 10 September 2020 and (ii) a waiver from strict compliance with Rule 13.46(2)(b) of the Listing Rules to convene the annual general meeting (the ''AGM'') on 8 October 2020.

Reasons for Seeking the Waiver

Under Rule 13.46(2)(a) of the Listing Rules, the Company is required to send to its members and other holders of its listed securities a copy of the annual report including its annual account not less than 21 days before the date of the Company's annual general meeting and in any event not more than four months after the financial year to which they relate.

• For identification purposes only

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Under Rule 13.46(2)(b) of the Listing Rules, the Company is required to lay its audited financial statements before its members at its annual general meeting within a period of 6 months after the end of the financial year of the Company.

However, due to the COVID-19 outbreak and the curbing and quarantine policies adopted and/or implemented by the Chinese and Pakistan government, there is delay in audit work carried out the by Company's auditors which resulted in the delay in the publication of the Annual Results and the Annual Report.

EXPECTED TIMETABLE

The expected timetable in relation to the publication of the 2020 Audited Annual Results, the 2020 Annual Report and the AGM is set out below:

Meeting of the Board for the purposes of, inter alia, considering and approving the

2020 Audited Annual Results and its publication . . . . . . . . . . on or before 4 September 2020

Publication of the 2020 Audited Annual Results . . . . . . . . . . . . . on or before 4 September 2020

Despatch of the 2020 Annual Report . . . . . . . . . . . . . . . . . . . . . . . . on or before 10 September 2020

Convening the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 October 2020

By order of the Board

Zhidao International (Holdings) Limited

Fung Kwok Kit

Chairman

Hong Kong, 28 August 2020

As at the date of this announcement, the board of Directors comprises 6 Directors. The executive Directors are Mr. Fung Kwok Kit (Chairman), Mr. Zhong Can and Mr. Kwong Kin Fai, Eric. The independent non-executive Directors are Mr. Li Kam Chung and Mr. Kwok Lap Fung, Beeson and Mr. Wong Wing Cheung.

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