Genworth and Oceanwide Announce NDRC Re-Approval of Transaction

11/30/20

Genworth Financial, Inc. (NYSE: GNW) and China Oceanwide Holdings Group Co. Ltd announced that their transaction has received confirmation of the extension of the acceptance of filing from the National Development and Reform Commission (NDRC) in China. With NDRC's re-approval, Oceanwide will now move forward with the few remaining regulatory steps required to close the transaction, including seeking clearance for currency conversion and transfer of the balance of the transaction funds from SAFE and obtaining confirmation from the Delaware Department of Insurance that the acquisition of Genworth's Delaware-domiciled insurer may proceed under the existing approval.

To allow additional time for Oceanwide to complete these final steps, the parties are working on an extension of the waiver and agreement of each party's right to terminate their previously announced merger agreement until not later than Dec. 31, 2020. The parties are also working on a 90-day extension of each of the three $500 million tranches under the post-close Oceanwide capital plan.

"We are encouraged that Oceanwide continues to make progress on the remaining steps needed to complete the transaction," said Tom McInerney, Genworth president and CEO. "Although I am disappointed we could not close by November 30, we are hopeful that we can close in the first half of December, but have agreed to an end date of December 31, 2020 to allow more time for the remaining regulatory approvals to be achieved."

"Securing these last few remaining regulatory approvals and finalizing our financing are important milestones in our efforts to close our transaction and fulfill our vision of bringing long term care insurance to China," said LU Zhiqiang, chairman of Oceanwide. "We look forward to working with Genworth to complete the remaining steps required to close the transaction in December."

The transaction previously received all U.S. regulatory approvals needed to close the transaction, subject to confirmation from the Delaware Department of Insurance that the acquisition of Genworth's Delaware-domiciled insurer may proceed under the existing approval. With respect to other recent regulatory matters: FINRA has confirmed that the transaction may close under FINRA Rule 1017(c) prior to receiving its final approval; the GSEs have re-approved the transaction, subject to certain conditions, and the parties will seek their non-objection to the adjusted capital contributions schedule; and the North Carolina Department of Insurance extended its previously-granted approval through January 24, 2021. Oceanwide now needs to receive clearance for currency conversion and transfer of funds from SAFE. All other required approvals and clearances have been secured.

About Genworth Financial

Genworth Financial, Inc. (NYSE: GNW) is a Fortune 500 insurance holding company committed to helping families achieve the dream of homeownership and address the financial challenges of aging through its leadership positions in mortgage insurance and long term care insurance. Headquartered in Richmond, Virginia, Genworth traces its roots back to 1871 and became a public company in 2004. For more information, visit genworth.com.

From time to time, Genworth releases important information via postings on its corporate website. Accordingly, investors and other interested parties are encouraged to enroll to receive automatic email alerts and Really Simple Syndication (RSS) feeds regarding new postings. Enrollment information is found under the "Investors" section of genworth.com. From time to time, Genworth's publicly traded subsidiary, Genworth Mortgage Insurance Australia Limited, separately releases financial and other information about its operations. This information can be found at http://www.genworth.com.au.

About Oceanwide

Oceanwide is a privately held, family owned international financial holding group founded by LU Zhiqiang. Headquartered in Beijing, China, Oceanwide's well-established and diversified businesses include operations in financial services, energy, technology information services, culture and media, and real estate assets globally, including in the United States.

Oceanwide is the controlling shareholder of the Shenzhen-listed Oceanwide Holdings Co., Ltd. and Minsheng Holdings Co. Ltd.? the Hong Kong-listed China Oceanwide Holdings Limited and China Tonghai International Financial Limited (formerly known as Quam Limited)? the privately-held International Data Group, Minsheng Securities, Minsheng Trust, and Asia Pacific Property & Casualty Insurance. China Oceanwide also is a minority investor in Shanghai-listed China Minsheng Bank and Hong Kong-listed Legend Holdings. In the United States, Oceanwide has real estate investments in New York, California, and Hawaii. Businesses controlled by Oceanwide have more than 10,000 employees globally.

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