Tomson Group Limited — Capital/Financing Update 2025

Apr 3, 2025

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 securities.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or other jurisdiction. The securities are being offered and sold outside the United States in reliance on Regulation S under the Securities Act and may not be offered or sold within the United States absent registration or an exemption from registration under the Securities Act. No public offering of the securities will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited.

CHINA AGRI-PRODUCTS EXCHANGE LIMITED

中國農產品交易有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 0149)

VOLUNTARY ANNOUNCEMENT

ISSUANCE OF NOTES UNDER THE HK$1,000,000,000 MEDIUM TERM NOTE PROGRAMME

Arranger and Dealer

宏安證券
WANGON SECURITIES LIMITED

This is a voluntary announcement made by China Agri-Products Exchange Limited (the "Company").

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Reference is made to the Company’s announcement dated 23 August 2024 in relation to the establishment of the medium term note programme with respect to the issuance of unsecured fixed interest rate notes (the “Notes”) of up to HK$1,000,000,000 (the “Programme”) and the Company’s announcements dated 29 November 2024 and 21 February 2025 in relation to the issuance of Notes under the Programme (the “Announcements”). Unless otherwise stated, capitalized terms used in this announcement shall have the same meaning as ascribed to them in the Announcements.

The board of directors of the Company is pleased to announce that the Company has on 3 April 2025 issued the first tranche of series number 3 of Notes (the “April 2037 Notes”) under the Programme.

A summary of certain terms in relation to the April 2037 Notes issued under the Programme is set out as follows:

Issuer:	China Agri-Products Exchange Limited
Principal Amount of April 2037 Notes issued:	HK$38,000,000
Effective interest rate:	From approximately 2.8% to approximately 5.4% per annum (inclusive of placement fee, but exclusive of professional fee and agency fee) over the term of the April 2037 Notes issued, depending on the time of actual redemption of the April 2037 Notes
Maturity date:	3 April 2037, subject to early redemption provisions under the April 2037 Notes
Listing:	The April 2037 Notes are not listed on any stock exchange
ISIN Code:	XS3031334371
Common Code:	303133437

As at the date of this announcement, after the issuance of the April 2037 Notes, the Company has HK$129,000,000 in aggregate principal amount of the Notes outstanding under the Programme.

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The Company may proceed with any further issuance of Notes under the Programme as and when appropriate, but there is no assurance that any such further issuance will take place. In addition, the terms of each issuance (including but not limited to the principal amount of the Notes issued, interest rate, maturity date and redemption provisions etc.) may vary within the parameters set out in the Programme and is subject to confirmation by the execution of the relevant placing agreement and/or pricing supplement. Shareholders and prospective investors are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board
CHINA AGRI-PRODUCTS EXCHANGE LIMITED
中國農產品交易有限公司
Leung Sui Wah, Raymond
Executive Director and Chief Executive Officer

Hong Kong, 3 April 2025

As at the date of this announcement, the executive Directors are Mr. Tang Ching Ho, Mr. Leung Sui Wah, Raymond, Mr. Wong Ka Kit and Ms. Luo Xu Ying and the independent non-executive Directors are Mr. Lau King Lung, Mr. Wong Ping Yuen and Mr. Shang Hai Long.

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