Maoye International Holdings Limited — Capital/Financing Update 2012

Dec 31, 2012

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

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management and financial statements.

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Maoye International Holdings Limited 茂業國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 848)

ANNOUNCEMENT PROPOSED ISSUE OF MEDIUM-TERM FINANCING NOTES BY MAOYE SHANGSHA IN THE PRC

This is an announcement made in accordance with Rule 13.09(1) of the Listing Rules.

The Board is pleased to announce that Maoye Shangsha, a wholly-owned subsidiary of the Group, proposes to issue the first tranche of the Notes on 8 January 2013 in the national inter-bank market in the PRC, after having registered the proposed issue with the Association. The total principal amount of the first tranche of the Notes is RMB 800 million. In connection with issuing the first tranche of the Notes, Maoye Shangsha will publish, amongst others, an offering circular in the PRC on 31 December 2012 to provide investors with certain information concerning the terms and conditions of the Notes, credit rating report, legal opinion and the financial information of Maoye Shangsha for the years ended 31 December 2009, 2010 and 2011, and the nine months ended 30 September 2012.

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This is an announcement made in accordance with Rule 13.09(1) of the Listing Rules.

The Board is pleased to announce that Maoye Shangsha proposes to issue the first tranche of the Notes on 8 January 2013 in the national inter-bank market in the PRC, after having registered the proposed issue with the Association. The total principal amount of the first tranche of the Notes is RMB 800 million. The principal terms of the first tranche of the Notes to be issued are as follows:

Issuer: Maoye Shangsha Aggregate maximum principal RMB 2.2 billion amount of the Notes which have been registered with the Association:

Principal amount of the first RMB 800 million tranche of the Notes:

Place of issue: The PRC

Term of the first tranche of 3 years (From 9 January 2013 to 9 January 2016) the Notes:

Interest rate:

Fixed interest rate will be adopted. The interest rate will be determined by the results of book building. The interest rate will be fixed during the term of the Notes.

Date of proposed issue of the 8 January 2013 first tranche of the Notes:

Credit rating:

As assessed by China Cheng Xin International Credit Rating Co. Ltd. (中誠信國際信用評級有 限責任公司), the first tranche of the Notes has been given AA rating and the issuer of the Notes has been given AA rating. The credit outlook is classified as “stable”.

Use of proceeds:

The Group intends to use the proceeds of the issue of the first tranche of the Notes for general working capital purpose.

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Maoye Shangsha entered into a conditional Underwriting Agreement with Bank of China and ICBC. Pursuant to the Underwriting Agreement, Maoye Shangsha has engaged Bank of China as the lead underwriter and bookrunner, and ICBC as the joint lead underwriter, in connection with the proposed issue of the Notes. Bank of China and ICBC have agreed to, subject to the terms of the Underwriting Agreement, subscribe and/or procure subscribers for the Notes.

In connection with issuing the first tranche of the Notes, Maoye Shangsha will publish, amongst others, an offering circular in the PRC on 31 December 2012 to provide investors with certain information concerning the terms and conditions of the Notes, credit rating report, legal opinion and the financial information of Maoye Shangsha for the years ended 31 December 2009, 2010 and 2011, and the nine months ended 30 September 2012. The announcement to be issued by Maoye Shangsha and the relevant documents of the Notes will be posted on www.chinamoney.com.cn and www.shclearing.com.

Set out below is the key unaudited financial information of Maoye Shangsha and its subsidiaries for the period from 1 January to 30 September 2012 as included in the offering materials.

	RMB
Current assets	5,092,805,530.13
Non-current assets	10,639,768,143.95
Total assets	15,732,573,674.08
Current liabilities	7,345,448,308.47
Non-current liabilities	2,724,122,106.98
Total liabilities	10,069,570,415.46
Total owners’ equity attributable to Maoye Shangsha	4,353,684,554.86
Owner’s equity (or shareholders’ equity)	5,663,003,258.62
Total liabilities and owners’ equity (or shareholders’ equity)	15,732,573,674.08
Operating revenue	2,936,058,670.85
Operating profit	839,483,357.97
Total profit	887,568,713.89
Net profit	666,821,677.89
Net profit attributable to Maoye Shangsha	592,656,165.47
Cash inflows from operating activities	9,955,448,464.24
Cash outflows from operating activities	9,862,849,736.41
Cash inflows from investment activities	353,731,118.97
Cash outflows from investment activities	1,979,271,624.91
Cash inflows from financing activities	3,144,234,859.67
Cash outflows from financing activities	1,728,877,749.45
Cash and cash equivalents as at 1 January 2012	1,167,626,745.12
Cash and cash equivalents as at 30 September 2012	1,050,042,077.23

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Set out below is the key unaudited financial information of Maoye Department Store (China) and its subsidiaries for the period from 1 January to 30 September 2012 as included in the offering materials.

	RMB
Total assets	approximately 14.08 billion
Owner’s equity	approximately 4.60 billion
Operating revenue	approximately 2.49 billion
Net profit	approximately 0.60 billion

The above financial information is only based on the unaudited accounts of Maoye Shangsha and Maoye Department Store (China) prepared in accordance with the prevailing generally accepted accounting principles in the PRC, which has not been confirmed or reviewed by the auditors of Maoye Shangsha, Maoye Department Store (China) or the Company.

As included in the offering materials issued by Maoye Shangsha in the PRC, Maoye Shangsha plans to establish two or more flagship stores in every district that Maoye Shangsha operates in the forthcoming three to five years, with the aim that the annual revenue and annual net profit of each of the flagship stores reaching over RMB 1 billion and RMB 100 million, respectively. Please note that the above merely represents Maoye Shangsha’s business plan and does not constitute, and should not be regarded as, a forecast of the future profitability of Maoye Shangsha. Maoye Shangsha and the Company make no representations or guarantee of the profitability of Maoye Shangsha, or at all.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

“Association” National Association of Financial Market Institutional Investors (中國銀行間市場交易商協會); “Board” the board of directors of the Company; “Bank of China” Bank of China Limited (中國銀行股份有限公司), the lead underwriter and bookrunner pursuant to the Underwriting Agreement;

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“Company” Maoye International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange;

• “Group”

the Company and its subsidiaries;

• “ICBC”

• Industrial and Commercial Bank of China Limited (中國 工商銀行股份有限公司), the joint lead underwriter pursuant to the Underwriting Agreement;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “Maoye Department Store (China)”

• Maoye Department Store (China) Ltd., a wholly-owned subsidiary of the Company and is also the direct holder of 98.69% of the issued share capital of Maoye Shangsha;

• “Maoye Shangha” Shenzhen Maoye Shangsha Company Limited (深圳茂 業商廈有限公司), a wholly-owned subsidiary of the Company and is directly held as to 98.69% by Maoye Department Store (China);

• “Notes”

• the medium-term financing notes (中期票據) proposed to be issued by Maoye Shangsha with an aggregate principal amount not exceeding RMB2.2 billion;

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited; and

• “Underwriting Agreement”

• the underwriting agreement dated 17 September 2012 entered into amongst the Company, Bank of China and ICBC in respect of the proposed issue of the Notes.

By Order of the Board Maoye International Holdings Limited Mr. Huang Mao Ru Chairman

Hong Kong, 31 December 2012

As at the date of this announcement, the Board comprises four executive directors, namely, Mr. Huang Mao Ru, Mr. Zhong Pengyi, Ms. Wang Fuqin and Mr. Wang Bin; and three independent non-executive directors, namely, Mr. Chow Chan Lum, Mr. Pao Ping Wing and Mr. Leung Hon Chuen.

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