TOM Group Limited — Capital/Financing Update 2021

Dec 17, 2021

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.

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(Stock Code: 2383)

CONTINUING CONNECTED TRANSACTIONS

Reference is made to the 2019 Announcement relating to, inter alia, the Continuing Connected Transactions in relation to the CKHH Guarantee Fee Agreement. On 17 December 2021, the Company entered into (1) the Amendment and Restatement Deed to amend and restate the Existing Facility Agreement with the extension of final maturity date of the Existing Facilities and (2) the Confirmation. CKHH will continue to guarantee 100% of the Company’s obligations under the Amended and Restated Facility Agreement pursuant to the terms of the Amended CKHH Guarantee.

The Board announces that in consideration of CKHH agreeing to enter into the Guarantee Amendment Deed (being a condition to extension of the final maturity date of the Existing Facilities from 17 December 2022 to 17 December 2024), on 17 December 2021, the Company entered into the Confirmation with CKHH to confirm that the Company will continue to pay guarantee fee to CKHH under the CKHH Guarantee Fee Agreement for so long as any amount is outstanding under the Amended and Restated Facility Agreement. Such guarantee fee is in an amount equivalent to 0.5% per annum of the aggregate principal amount outstanding under the Amended and Restated Facility Agreement, payable quarterly in advance upon the first drawdown (and on the date of each subsequent drawdown in respect of the increased outstanding principal amount), subject to the annual Caps of HK$1,000,000, HK$19,000,000 and HK$18,000,000 for the period from 18 December 2022 to 31 December 2022 and for the years ending 31 December 2023 and 2024 respectively during the term of the CKHH Guarantee Fee Agreement as extended by the Confirmation. The maximum annual aggregate guarantee fees payable by the Company under the CKHH Guarantee Fee Agreement for the year ending 31 December 2021 and for the year ending 31 December 2022 (to cover the aggregate guarantee fees payable from 1 January to 17 December 2022 under the original term of the CKHH Guarantee Fee Agreement) as stated in the 2019 Announcement remain unchanged.

As CKHH is a substantial shareholder of the Company, the transactions contemplated under the Amended CKHH Guarantee Fee Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. However, as one or more of the applicable percentage ratios for the transactions contemplated under the Amended CKHH Guarantee Fee Agreement, on aggregate and annual basis, is more than 0.1% but are all less than 5%, such transactions are exempted from the independent shareholders’ approval requirements under the Listing Rules, and are only subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules.

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THE ENTERING OF THE AMENEDMENT AND RESTATEMENT DEED AND CONTINUATION OF THE COMPANY’S OBLIGATIONS TO PAY GUARANTEE FEES TO CKHH

Reference is made to the 2019 Announcement relating to the Continuing Connected Transactions whereby it was announced, inter alia, the entering of the CKHH Guarantee Fee Agreement under which the Company has agreed to pay to CKHH guarantee fees in consideration for CKHH guaranteeing the obligations of the Company under the Existing Facility Agreement. The Existing Facility Agreement has a final maturity date of 17 December 2022 on which all outstanding loans and interests under the Existing Facilities shall be repaid by the Company.

The Company has entered into the Amendment and Restatement Deed on 17 December 2021 to amend and restate the Existing Facility Agreement with the extension of final maturity date of the Existing Facilities to 17 December 2024. The date by which all outstanding loans and interests under the Existing Facilities shall be repaid by the Company is thus extended from 17 December 2022 to 17 December 2024.

CONTINUING CONNECTED TRANSACTIONS – CONFIRMATION TO EXTEND THE TERM OF THE EXISTING CKHH GUARANTEE FEE AGREEMENT

It is a condition to the amendments pursuant to the Amendment and Restatement Deed taking effect that CKHH continues to guarantee 100% of the Company’s obligations under the Amended and Restated Facility Agreement pursuant to the terms of the Amended CKHH Guarantee.

In consideration of CKHH agreeing to enter into the Guarantee Amendment Deed, on 17 December 2021, the Company entered into the Confirmation with CKHH to confirm that the Company will continue to pay guarantee fee to CKHH under the CKHH Guarantee Fee Agreement for so long as any amount is outstanding under the Amended and Restated Facility Agreement. Such guarantee fee is in an amount equivalent to 0.5% per annum of the aggregate principal amount outstanding under the Amended and Restated Facility Agreement, payable quarterly in advance upon the first drawdown (and on the date of each subsequent drawdown in respect of the increased outstanding principal amount), subject to the annual Caps of HK$1,000,000, HK$19,000,000, HK$18,000,000 for the period from 18 December 2022 to 31 December 2022, and for the years ending 2023 and 2024 respectively during the term of the CKHH Guarantee Fee Agreement as extended by the Confirmation. The maximum annual aggregate guarantee fees payable by the Company under the CKHH Guarantee Fee Agreement for the year ending 31 December 2021 and for the year ending 31 December 2022 (to cover the aggregate guarantee fees payable from 1 January to 17 December 2022 under the original term of the CKHH Guarantee Fee Agreement) as stated in the 2019 Announcement remain unchanged.

The aforesaid guarantee fee was arrived at after arm’s length negotiations and on normal commercial basis, and was determined with reference to the guarantee fees received by CKHH for the provision of similar guarantees to secure the obligations of its subsidiaries and associated companies under loan facilities. In addition, the Caps are based on the maximum annual total amount of the guarantee fee payable to CKHH under the Amended CKHH Guarantee Fee Agreement.

REASONS FOR ENTERING INTO THE CONFIRMATION TO CKHH GUARANTEE FEE AGREEMENT

As the provision of the Amended CKHH Guarantee is made a condition precedent to the amendments pursuant to the Amendment and Restatement Deed taking effect, and in consideration of CKHH agreeing to grant the Amended CKHH Guarantee for the benefit of the Company, the Board (including the independent non-executive Directors) considers it in the ordinary and usual course of business of the Company and in the interests of the Company and its shareholders taken as a whole to pay the guarantee fees to CKHH pursuant to the Amended CKHH Guarantee Fee Agreement.

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The Board (including the independent non-executive Directors) considers the respective terms of, and the Caps under the Amended CKHH Guarantee Fee Agreement to be on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

Currently, CKHH is interested in approximately 36.13% of the issued share capital of the Company. As CKHH is a substantial shareholder of the Company, the transactions contemplated under the Amended CKHH Guarantee Fee Agreement constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. However, as one or more of the applicable percentage ratios for the transactions contemplated under the Amended CKHH Guarantee Fee Agreement, on aggregate and annual basis, is more than 0.1% but are all less than 5%, such transactions are exempted from the independent shareholders’ approval requirements under the Listing Rules, and are only subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules.

As none of the Directors has any material interest in the continuing connected transactions herein announced, no Director was required to abstain from voting on the Board resolutions in relation to the approval of the Confirmation and the Caps.

GENERAL

The Company is a company incorporated in the Cayman Islands with limited liability and its shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in technology and media businesses. It also has technology operations in e-commerce, social network, mobile internet; and investments in fintech and advanced data analytics sectors. In addition, its media businesses cover both publishing and advertising segments.

CKHH is a controlling shareholder of the Company that indirectly owns or controls approximately 36.13% of the issued share capital of the Company, and CKHH, through its subsidiaries, is principally engaged in four core businesses: ports and related services, retail, infrastructure and telecommunications. A trust structure, through companies 100% owned, holds approximately 30.25% of the issued shares of CKHH as at the date of this announcement. Mr Li Ka-shing, Senior Advisor of CKHH, and Mr Li Tzar Kuoi, Victor, Chairman, Group Co-Managing Director and Executive Director of CKHH, respectively own one-third and two-thirds of the issued share capital of certain holding companies which in turn own one-third or more of the issued share capital of the trustees in such trust structure. Mr Li Ka-shing is the settlor of the trusts and the discretionary beneficiaries are, inter alia, Mr Li Tzar Kuoi, Victor, his wife and children.

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DEFINITIONS

“2019 Announcement”	the announcement of the Company dated 17 December 2019 relating to the
	CKHH Guarantee Fee Agreement
“Amendment and Restatement	the amendment and restatement deed in relation to the Existing Facility
Deed”	Agreement, pursuant to which the terms of the Existing Facility Agreement
	will be amended and restated (including the extension of the final maturity
	date)
“Amended and Restated Facility	the Existing Facility Agreement as amended and restated by the
Agreement”	Amendment and Restatement Deed
“Amended CKHH Guarantee”	the Existing Guarantee as amended by the Guarantee Amendment Deed
“Amended CKHH Guarantee	The CKHH Guarantee Fee Agreement as amended by the Confirmation
Fee Agreement”
“Board”	the board of directors of the Company
“Cap(s)”	the maximum value of the aggregate guarantee fee payable by the
	Company during the term of the CKHH Guarantee Fee Agreement as
	extended by the Confirmation
“CKHH”	CK Hutchison Holdings Limited, an exempted company incorporated in
	the Cayman Islands with limited liability, the shares of which are listed on
	the Main Board of the Stock Exchange (Stock code: 1)
“Company”	TOM Group Limited, an exempted company incorporated in the Cayman
	Islands with limited liability, the shares of which are listed on the Main
	Board of the Stock Exchange (Stock Code: 2383)
“Confirmation”	the confirmation to the CKHH Guarantee Fee Agreement
“Director(s)”	the director(s) of the Company
“CKHH Guarantee Fee	the guarantee fee agreement entered into between the Company and
Agreement”	CKHH on 17 December 2019 in respect of the payment of a guarantee fee
	to CKHH for its provision of guarantee to secure the Company’s
	obligations under the Existing Facility Agreement
“Continuing Connected	the payment of guarantee fees by the Company to CKHH pursuant to the
Transactions”	CKHH Guarantee Fee Agreement
“Existing Facilities”	the term and revolving loan facilities of up to an aggregate principal
	amount of HK$3,700 million agreed to be made available to the Company
	(with the final maturity date falling 36 months after the date of the Existing
	Facility Agreement) by eight independent financial institutions pursuant to
	the Existing Facility Agreement
“Existing Facility Agreement”	the facility agreement entered into between the Company and eight
	independent financial institutions on 17 December 2019
“Existing Guarantee”	the guarantee provided on 17 December 2019 by CKHH in respect of the
	Company’s obligations under the Existing Facility Agreement

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“Group” the Company and its subsidiaries from time to time “Guarantee Amendment Deed” the amendment deed relating to the Existing Guarantee “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “Stock Exchange” The Stock Exchange of Hong Kong Limited

By Order of the Board TOM GROUP LIMITED Yeung Kwok Mung Executive Director

Hong Kong, 17 December 2021

To the extent that there are any inconsistencies between the English version and the Chinese version of this announcement, the English version shall prevail.

As at the date hereof, the directors of the Company are:

Executive Director: Non-executive Directors: Independent non-executive Directors: Mr. Yeung Kwok Mung Mr. Frank Sixt (Chairman) Mr. James Sha Ms. Debbie Chang Dr. Alex Fong Mrs. Angelina Lee Mr. Chan Tze Leung Alternate Director: Mr. Dominic Lai (Alternate to Mr. Frank Sixt)

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