Top Spring International Holdings Limited — Proxy Solicitation & Information Statement 2021

Jun 8, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Top Spring International Holdings Limited , you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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TOP SPRING INTERNATIONAL HOLDINGS LIMITED 萊蒙國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03688)

MAJOR TRANSACTION IN RELATION TO POSSIBLE PROVISION OF FINANCIAL ASSISTANCE

Capitalised terms used in this cover page shall bear the same meanings as those defined in the section headed “Definitions” in this circular. A letter from the Board is set out on pages 6 to 18 of this circular. A notice convening the EGM to be held at 17th Floor, Leighton, 77 Leighton Road, Causeway Bay, Hong Kong on Monday, 28 June 2021 at 10:00 a.m. or any adjournment of such meeting is set out on pages EGM-1 to EGM-3 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed on it and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment of such meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment of such meeting should you so wish and, in such event, the proxy form previously submitted shall be deemed to be revoked.

8 June 2021

CONTENTS

		Page
Definitions . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The Agreements . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information on the	Parties Involved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Shareholders’ Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15
Possible Provision	of Financial Assistance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Possible Financial	Effects of the Disposals and
the Possible Financial Assistance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16
Reasons for and Benefits of the Disposals and
the Possible Financial Assistance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17
Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17
Recommendation .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		18
Appendix I —	Financial Information of the Group . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II —	Valuation Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III —	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Notice of EGM . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

• “Agreements”

the Great Billion Agreement and the Wealth Channel Agreement

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Board”

the board of Directors

• “Bonus Issue”

the issue of the bonus Shares to the Shareholders whose names appeared on the register of members of the Company on 24 May 2013, on the basis of two new Shares for every five Shares held, with an option to elect to receive the PCSs in lieu of all or part of their entitlements to such bonus Shares

• “Company”

• Top Spring International Holdings Limited 萊蒙國際集團 有限公司, a company incorporated under the laws of the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

• “connected person(s)”

has the meaning ascribed to it under the Listing Rules

• “Contemplated Bank Loans”

• the contemplated loans from any banks or financial institutions to Great Billion and Wealth Channel and on the terms to be agreed by both the Seller and Purchasers

• “Contemplated Company’s Guarantee”

the contemplated guarantee provided by the Company and/or any of its subsidiary(ies) (as guarantor) for the Contemplated Bank Loans severally and in proportion to its shareholding interests in Great Billion and Wealth Channel

• “Contemplated Shareholder’s Loan by the Seller”

• the contemplated shareholder’s loan owed by Great Billion and Wealth Channel to the Seller, which is approximately 50% of the Contemplated Shareholders’ Loans

• “Contemplated Shareholders’ Loans”

• the contemplated shareholders’ loans owed by Great Billion and Wealth Channel to the Seller and the Purchasers in aggregate

• “controlling shareholder(s)”

has the meaning ascribed to it under the Listing Rules

– 1 –

DEFINITIONS

“Director(s)”

director(s) of the Company

• “Disposals”

the Great Billion Disposal and the Wealth Channel Disposal

• “EGM”

• the extraordinary general meeting to be convened by the Company and held at 17th Floor, Leighton, 77 Leighton Road, Causeway Bay, Hong Kong on Monday, 28 June 2021 at 10:00 a.m. for the purpose of, if thought fit, approving the Possible Financial Assistance, the notice of which is set out on pages EGM-1 to EGM-3 of this circular, and any adjournment of such meeting

• “Existing Bank Loan”

the existing loan owed by Great Billion to Hang Seng Bank Limited, the total amount of which is approximately HK$88.1 million as at 31 March 2021

• “Great Billion”

• Great Billion Corporation Limited, a company incorporated under the laws of Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company prior to the Great Billion Completion

• “Great Billion Agreement”

the sale and purchase agreement dated 5 May 2021 entered into among the Seller, the Purchaser A and the Company in relation to the Great Billion Disposal

• “Great Billion Completion”

• completion of the Great Billion Disposal

• “Great Billion Disposal”

• the proposed disposal of the Great Billion Sale Share and the assignment of the Great Billion Sale Loan by the Seller to the Purchaser A pursuant to the Great Billion Agreement

• “Great Billion Sale Loan” 50% of the Great Billion Shareholder’s Loan

• “Great Billion Sale Share”

• one issued ordinary share representing 50% of the entire issued share capital of Great Billion upon the Great Billion Completion

• “Great Billion Shareholder’s the shareholder’s loan(s) owed by Great Billion to the Loan” Seller

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

– 2 –

DEFINITIONS

• “HKFRS”

• “Hong Kong”

• “KPL”

• “Latest Practicable Date”

• “Listing Rules”

• “Long Stop Date”

• “Lot A”

• “Lot A Land Exchange Application”

• “Lot B”

• “Lot B Land Exchange Application”

• “PCSs”

• “percentage ratios”

• “Possible Financial Assistance”

Hong Kong Financial Reporting Standards

the Hong Kong Special Administrative Region of the PRC

Kerry Properties Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange with stock code 683

• 7 June 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• the Rules Governing the Listing of Securities on the Stock Exchange

• 23 July 2021

• the land lot in Shap Pat Heung Road, Yuen Long, New Territories with total gross floor area of approximately 245,032 square feet

• the application submitted to the District Lands Office, Yuen Long in relation to the proposed land exchange for private residential development of Lot A

• the land lot in Tai Tong Road, Yuen Long, New Territories with total gross floor area of approximately 36,415 square feet

• the application submitted to the District Lands Office, Yuen Long in relation to the proposed land exchange for private residential development of Lot B

• the bonus perpetual subordinated convertible securities issued by the Company pursuant to the Bonus Issue

has the meaning ascribed to it under the Listing Rules

• any financial assistance, up to a total amount of not more than HK$1,640 million, that might be provided by the Group to Great Billion and Wealth Channel for the purpose of development of the Properties, comprising the Contemplated Company’s Guarantee and the Contemplated Shareholder’s Loans

– 3 –

DEFINITIONS

“PRC” the People’s Republic of China “Properties” Lot A and Lot B “Purchaser A” Leading Model Limited, a company incorporated in the British Virgin Islands with limited liability and the purchaser under the Great Billion Agreement “Purchaser B” Master Best Limited, a company incorporated in the British Virgin Islands with limited liability and the purchaser under the Wealth Channel Agreement “Purchasers” the Purchaser A and the Purchaser B “Seller” Top Spring International (Hong Kong) Company Limited, a company incorporated under the laws of Hong Kong with limited liability and a direct wholly-owned subsidiary of the Company

“SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” the ordinary share(s) of HK$0.1 each of the Company

• “Shareholder(s)”

the holder(s) of Share(s)

• “Shareholders’ Agreements”

• the shareholders’ agreement to be entered into between the Seller and the Purchaser A for Great Billion upon the Great Billion Completion and the shareholders’ agreement to be entered into between the Seller and the Purchaser B for Wealth Channel upon the Wealth Channel Completion

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Wealth Channel”

• Wealth Channel Holdings Limited, a company incorporated under the laws of Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company prior to the Wealth Channel Completion

• “Wealth Channel Agreement”

• the sale and purchase agreement dated 5 May 2021 entered into among the Seller, the Purchaser B and the Company in relation to the Wealth Channel Disposal

• “Wealth Channel Completion”

completion of the Wealth Channel Disposal

– 4 –

DEFINITIONS

“Wealth Channel Disposal”

the disposal of the Wealth Channel Sale Share and the assignment of the Wealth Channel Sale Loan by the Seller to the Purchaser B pursuant to the Wealth Channel Agreement

• “Wealth Channel Sale Loan”

50% of the Wealth Channel Shareholder’s Loan

• “Wealth Channel Sale Share”

one issued ordinary share representing 50% of the entire issued share capital of Wealth Channel upon the Wealth Channel Completion

• “Wealth Channel Shareholder’s the shareholder’s loan(s) owed by Wealth Channel to the Loan” Seller

• “substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules

• “%”

per cent

– 5 –

LETTER FROM THE BOARD

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TOP SPRING INTERNATIONAL HOLDINGS LIMITED 萊蒙國際集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 03688)

Executive Directors: Mr WONG Chun Hong (Chairman and Chief Executive Officer) Ms LAM Mei Ka, Shirley Mr LIANG Rui Chi

Non-executive Directors: Mr YIP Hoong Mun Mr KUI Qiang

Independent non-executive Directors: Mr CHENG Yuk Wo Professor WU Si Zong Mr CHAN Yee Herman

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Headquarters and principal place of business in Hong Kong: Rooms 04–08, 26th Floor Shui On Centre 6–8 Harbour Road Wanchai Hong Kong 8 June 2021

To the Shareholders and the holders of the PCSs

Dear Sir or Madam

MAJOR TRANSACTION IN RELATION TO POSSIBLE PROVISION OF FINANCIAL ASSISTANCE

INTRODUCTION

Reference is made to the announcement of the Company dated 5 May 2021 in relation to, among others, the Agreements and the Possible Financial Assistance.

The purpose of this circular is to provide you with the information relating to, among others, (i) further details regarding the Possible Financial Assistance together with other information as required under the Listing Rules; (ii) the financial information of the Group; (iii) the valuation report of the Properties; and (iv) notice of the EGM.

– 6 –

LETTER FROM THE BOARD

THE AGREEMENTS

Set out below are the major terms of the Great Billion Agreement and the Wealth Channel Agreement, which have similar contractual terms except the name and particulars of target company and purchaser, particulars of shareholder’s loans and property, consideration and its payment terms.

Date: 5 May 2021

• Parties: (a) Top Spring International (Hong Kong) Company Limited (the Seller) as seller under each of the Great Billion Agreement and the Wealth Channel Agreement;

• (b) Leading Model Limited (the Purchaser A) as purchaser under the Great Billion Agreement and Master Best Limited (the Purchaser B) as purchaser under the Wealth Channel Agreement; and

• (c) the Company as the Seller’s guarantor under each of the Great Billion Agreement and the Wealth Channel Agreement

To the best of the Directors’ knowledge, information and belief and having made all reasonable inquiries, each of the Purchaser A, the Purchaser B and their ultimate beneficial owners is a third party independent of the Company and its connected persons.

Subject Matter

Pursuant to the Great Billion Agreement, the Seller shall sell, and the Purchaser A shall purchase from the Seller, the Great Billion Sale Share and assign the Great Billion Sale Loan. The Great Billion Sale Share will represent 50% of the issued share capital of Great Billion upon the Great Billion Completion, and the Great Billion Sale Loan represents 50% of the Great Billion Shareholder’s Loan. The Great Billion Sale Loan amounted to approximately HK$98,769,312 as at 31 March 2021.

Pursuant to the Wealth Channel Agreement, the Seller shall sell, and the Purchaser B shall purchase from the Seller, the Wealth Channel Sale Share and assign the Wealth Channel Sale Loan. The Wealth Channel Sale Share will represent 50% of the issued share capital of Wealth Channel upon the Wealth Channel Completion, and the Wealth Channel Sale Loan represents 50% of the Wealth Channel Shareholder’s Loan. The Wealth Channel Sale Loan amounted to approximately HK$6,093,178 as at 31 March 2021.

The principal assets of Great Billion and Wealth Channel are the land use rights of Lot A situated in Shap Pat Heung Road and Lot B situated in Tai Tong Road, Yuen Long, New Territories, respectively.

– 7 –

LETTER FROM THE BOARD

Consideration

Amount of consideration

The consideration for the sale of the Great Billion Sale Share and the assignment of the Great Billion Sale Loan shall be HK$265,008,197 (subject to adjustment), which shall be apportioned as (a) the consideration for the sale of the Great Billion Sale Share of HK$166,238,885; and (b) the consideration for the assignment of the Great Billion Sale Loan of HK$98,769,312.

The consideration for the sale of the Wealth Channel Sale Share and the assignment of the Wealth Channel Sale Loan shall be HK$49,965,061 (subject to adjustment), which shall be apportioned as (a) the consideration for the sale of the Wealth Channel Sale Share of HK$43,871,883; and (b) the consideration for the assignment of the Wealth Channel Sale Loan of HK$6,093,178.

Adjustment of consideration

The consideration for the Great Billion Disposal shall be adjusted by 50% of the net asset value of Great Billion as at the date of the Great Billion Completion (the “ Great Billion Completion NAV ”).

The Great Billion Completion NAV shall be determined by:

• (a) adding thereto (i) (if the Seller shall have lent a sum to Great Billion for payment of the land premium under the Lot A Land Exchange Application such that the Great Billion Shareholder’s Loan and the Great Billion Sale Loan shall have increased) an amount equals to such sum lent to Great Billion and (ii) an amount equals to all current tangible assets of Great Billion as shown in the completion accounts (other than Lot A, other fixed assets, intangible assets or any deferred tax assets); and

• (b) deducting an amount equals to all liabilities of Great Billion as shown in the completion accounts (actual, contingent or other liabilities other than the share capital of Great Billion, any deferred tax liability, any subsisting loan for payment of balance of premium under the Lot A Land Exchange Application and the Great Billion Shareholder’s Loan),

and if the Great Billion Completion NAV shall be a positive figure, the consideration for the Great Billion Disposal shall be adjusted upward by a sum equals to 50% of such positive figure, and if the Great Billion Completion NAV shall be a negative figure, the consideration for the Great Billion Disposal shall be adjusted downward by a sum equals to 50% of such negative figure, provided that the adjusted consideration for the Great Billion Disposal and the adjusted consideration for the Wealth Channel Disposal in aggregate shall not exceed HK$450 million.

– 8 –

LETTER FROM THE BOARD

The consideration for the Wealth Channel Disposal shall be adjusted by 50% of the net asset value of Wealth Channel as at the date of the Wealth Channel Completion (the “ Wealth Channel Completion NAV ”).

The Wealth Channel Completion NAV shall be determined by:

• (a) adding thereto (i) (if the Seller shall have lent a sum to Wealth Channel for payment of the land premium under the Lot B Land Exchange Application such that the Wealth Channel Shareholder’s Loan and the Wealth Channel Sale Loan shall have increased) an amount equals to such sum lent to Wealth Channel and (ii) an amount equals to all current tangible assets of Wealth Channel as shown in the completion accounts (other than Lot B, other fixed assets, intangible assets or any deferred tax assets); and

• (b) deducting an amount equals to all liabilities of Wealth Channel as shown in the completion accounts (actual, contingent or other liabilities other than the share capital of Wealth Channel, any deferred tax liability and the Wealth Channel Shareholder’s Loan), and if the Wealth Channel Completion NAV shall be a positive figure, the consideration for the Wealth Channel Disposal shall be adjusted upward by a sum equals to 50% of such positive figure, and if the Wealth Channel Completion NAV shall be a negative figure, the consideration for the Wealth Channel Disposal shall be adjusted downward by a sum equals to 50% of such negative figure, provided that the adjusted consideration for the Wealth Channel Disposal and the adjusted consideration for the Great Billion Disposal in aggregate shall not exceed HK$450 million.

Payment

The consideration for the Great Billion Disposal shall be settled in the following manner:

• (a) upon signing of the Great Billion Agreement, the Purchaser A shall pay to the Seller a sum of HK$56,814,500 as deposit and part payment of the consideration for the Great Billion Disposal, which shall be utilised by the Seller as additional loan to the Company for part payment of the land premium payable under the Lot A Land Exchange Application;

• (b) upon the Great Billion Completion, the Purchaser A shall pay the balance of the consideration for the Great Billion Disposal, which payment shall be made in favour of the Purchaser A’s lawyers and be stakeheld by the Purchaser A’s lawyers and be applied as part payment of the balance of land premium under the Lot A Land Exchange Application or as partial repayment of any loan made to Great Billion for payment of the balance of land premium under the Lot A Land Exchange Application; and

– 9 –

LETTER FROM THE BOARD

• (c) if an adjustment is required to be made to the consideration for the Great Billion Disposal by reference to the completion accounts, the relevant amount payable by the Seller or the Purchaser A as a result of such adjustment shall be made within 5 business days of the determination of the completion accounts.

The consideration for the Wealth Channel Disposal shall be settled in the following manner:

• (a) upon signing of the Wealth Channel Agreement, the Purchaser B shall pay to the Seller a sum of HK$3,185,500 as deposit and part payment of the consideration for the Wealth Channel Disposal, which shall be stakeheld by the Purchaser B’s lawyers and shall not be released until the Wealth Channel Completion;

• (b) upon the Wealth Channel Completion, the Purchaser B shall pay the balance of the consideration for the Wealth Channel Disposal, which payment shall be made in favour of the Purchaser B’s lawyers and be stakeheld by the Purchaser B’s lawyers;

• (c) the consideration for the Wealth Channel Disposal in its entirety shall be applied by the Seller for on-lending to Great Billion as part payment of the balance of land premium or as partial repayment of any loan made to Great Billion for payment of the balance of land premium under the Lot A Land Exchange Application; and

• (d) if an adjustment is required to be made to the consideration for the Wealth Channel Disposal by reference to the completion accounts, the relevant amount payable by the Seller or the Purchaser B as a result of such adjustment shall be made within 5 business days of the determination of the completion accounts.

Basis of the Consideration

The consideration for the Great Billion Disposal of HK$265,008,197 was determined after arm’s length negotiations between the Seller and the Purchaser A with reference to, inter alia, the valuation report of Lot A as at 13 April 2021 prepared by Cushman & Wakefield Limited, an independent valuer engaged by the Group. The appraised market value of Lot A as at 13 April 2021 was HK$324 million. The consideration for the Great Billion Disposal of HK$265,008,197 represents approximately 64% premium over 50% of the said appraised market value of Lot A.

The consideration for the Wealth Channel Disposal of HK$49,965,061 was determined after arm’s length negotiations between the Seller and the Purchaser B with reference to, inter alia, the valuation report of Lot B as at 13 April 2021 prepared by Cushman & Wakefield Limited, an independent valuer engaged by the Group. The appraised market value of Lot B as at 13 April 2021 was HK$43 million. The consideration for the Wealth Channel Disposal of HK$49,965,061 represents approximately 132% premium over 50% of the said appraised market value of Lot B.

– 10 –

LETTER FROM THE BOARD

As at 31 December 2020, the unaudited net asset value of Great Billion was HK$49,357. Taking into account consolidation adjustments (the “ Lot A Adjustment ”) in relation to Lot A and the appraised market value of Lot A (as disclosed in Appendix II to the Circular), the adjusted unaudited net asset value of Great Billion was approximately HK$89.5 million (note). It is estimated that the consideration for the Great Billion Sale Share is at a premium over 50% of the above adjusted unaudited net asset value of Great Billion, amounted to approximately HK$121.5 million.

As at 31 December 2020, the unaudited net asset value of Wealth Channel was HK$3,578,582. Taking into account consolidation adjustments (the “ Lot B Adjustment ”) in relation to Lot B and the appraised market value of Lot B (as disclosed in Appendix II to the Circular), the adjusted unaudited net asset value of Wealth Channel was approximately HK$32.5 million (note). It is estimated that the consideration for the Wealth Channel Sale Share is at a premium over 50% of the above adjusted unaudited net asset value of Wealth Channel, amounted to approximately HK$27.6 million.

Such gains and/or premiums are primarily attributable to, among others, (i) the market value of the Properties as at 13 April 2021 pursuant to the valuation report, the content of which is set out in Appendix II to this circular; (ii) the future business prospects of the residential property projects in respect of the Properties; and (iii) the synergy effect arising from the cooperation between the Group and KPL, as disclosed in the section headed “Reasons for and Benefits of the Disposals and the Possible Financial Assistance”.

• Note: The calculations of adjusted unaudited net asset values for Great Billion and Wealth Channel are hypothetical and for illustration purpose only.

Conditions precedent to the Disposals

Completion of the Great Billion Agreement is conditional upon the fulfilment or waiver (if applicable) of all of the following conditions:

• (a) the Seller will lend a sum equivalent to the Existing Bank Loan to Great Billion and will procure Great Billion to arrange for repayment of the Existing Bank Loan and obtain the releases of the relevant security documents;

• (b) the Seller shall take all necessary steps, provide all necessary documents and make all necessary payments to complete the Lot A Land Exchange Application;

• (c) the Purchaser A shall have undertaken a due diligence review of Great Billion and Lot A, and is reasonably satisfied with the results of the due diligence review in all material respects;

• (d) the Seller/the Guarantor shall have (i) obtained all necessary governmental, regulatory or third party consents and approvals in connection with the sale of the Great Billion Sale Share and the assignment of the Great Billion Sale Loan; (ii) issued all necessary

– 11 –

LETTER FROM THE BOARD

announcements and circular (if required); and (iii) obtained all necessary shareholders’ approvals (if required) in connection with or incidental to the transactions as contemplated under the Great Billion Agreement; and

• (e) the Wealth Channel Completion shall have taken place simultaneously.

The Purchaser A may waive any of the above conditions save for condition (d). If the above conditions cannot be fulfilled or waived (if applicable) in full on or before the Long Stop Date, the Purchaser A may defer the Great Billion Completion to a date not more than twenty eight (28) days after the Long Stop Date; or proceed to the Great Billion Completion so far as practicable; or waive all or any of the Seller’s obligations under the Great Billion Agreement; or rescind the Great Billion Agreement.

Completion of the Wealth Channel Agreement is conditional upon the fulfilment or waiver (if applicable) of all of the following conditions:

• (a) the Seller will procure Wealth Channel to obtain the releases of the relevant security documents in connection with the Existing Bank Loan;

• (b) the Seller shall take all necessary steps, provide all necessary documents and make all necessary payments to complete the Lot B Land Exchange Application provided that the final land premium offer for Lot B is issued;

• (c) the Purchaser B shall have undertaken a due diligence review of Wealth Channel and Lot B, and is reasonably satisfied with the results of the due diligence review in all material respects;

• (d) the Seller/the Guarantor shall have (i) obtained all necessary governmental, regulatory or third party consents and approvals in connection with the sale of the Wealth Channel Sale Share and the assignment of the Wealth Channel Sale Loan; (ii) issued all necessary announcements and circular (if required); and (iii) obtained all necessary shareholders’ approvals (if required) in connection with or incidental to the transactions as contemplated under the Wealth Channel Agreement; and

• (e) the Great Billion Completion shall have taken place simultaneously.

The Purchaser B may waive any of the above conditions save for condition (d). If the above conditions cannot be fulfilled or waived (if applicable) in full on or before the Long Stop Date, the Purchaser B may defer the Wealth Channel Completion to a date not more than twenty eight (28) days after the Long Stop Date; or proceed to the Wealth Channel Completion so far as practicable; or waive all or any of the Seller’s obligations under the Wealth Channel Agreement; or rescind the Wealth Channel Agreement.

As at the Latest Practicable Date, neither the Purchaser A nor the Purchaser B has expressed any intention to waive any of the above conditions.

– 12 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, condition (a) of the Great Billion Agreement has been fulfilled, and condition (a) of the Wealth Channel Agreement has been fulfilled.

Completion

Each of the Great Billion Completion and the Wealth Channel Completion shall take place on the 7th business day after the satisfaction of condition (d) under each of the Great Billion Agreement and the Wealth Channel Agreement or such other date as the relevant parties may mutually agree.

Upon the Great Billion Completion and the Wealth Channel Completion, each of Great Billion and Wealth Channel will be held by the Group as to 50%, accounted for as a joint venture in the Company’s financial statements and ceased to be a subsidiary of the Company.

Guarantee

Pursuant to the Agreements, the Company (as the guarantor) agreed to guarantee to the Purchaser A/Purchaser B the performance of the Seller’s obligations under the Agreements and other transaction documents.

INFORMATION ON THE PARTIES INVOLVED

Information of the Group and the Seller

The Company is a company incorporated in the Cayman Islands with limited liability and its Shares have been listed on the Main Board of the Stock Exchange. The Group is a real estate property developer in the PRC and is principally engaged in real estate investment, property development and property management in the PRC and Hong Kong. Besides, the Group is actively exploring the “real estate plus” business opportunities such as education in Hong Kong and the PRC which will be an integral part of its principal business in the future. The Seller is a company incorporated in Hong Kong with limited liability and is a wholly-owned subsidiary of the Company. It is principally engaged in investment holding.

Information of Great Billion, Wealth Channel and the Properties

Great Billion and Wealth Channel are companies incorporated in Hong Kong with limited liability and principally engaged in property development. The principal assets of Great Billion and Wealth Channel are the land use rights of Lot A situated in Shap Pat Heung Road and Lot B situated in Tai Tong Road, Yuen Long, New Territories, respectively. The current usage of each of the Properties is for agricultural use. The Lot A Land Exchange Application and the Lot B Land Exchange Application for developing them into private residential properties were submitted and are being processed. As at the date hereof, Great Billion and Wealth Channel received the binding basic terms offer letters for both Lot A and Lot B issued by the District Lands Officer, Yuen Long. Subject to acceptance thereof and payment of land premium, it is expected that the development of Lot A and Lot B will have gross floor area of approximately

– 13 –

LETTER FROM THE BOARD

245,032 square feet and 36,415 square feet, respectively. As at the Latest Practicable Date, Great Billion accepted the terms and conditions of the Lot A Land Exchange Application and paid to the Government of Hong Kong HK$113,629,000, being the 10% deposit of the land premium for Lot A. Regarding the Lot B Land Exchange Application, Wealth Channel submitted an appeal to the land premium for Lot B offered and has yet to receive the reply as at the Latest Practicable Date.

For Lot A, it is expected that the land lease will be executed in or around July 2021, the development period will last within 60 months in accordance with the lease conditions, and the completion of development of Lot A will take place in or around July 2026. For Lot B, it is expected that the land lease will be executed in or around January 2022, the development period will last within 48 months in accordance with the lease conditions, and the completion of development of Lot B will take place in or around January 2026. As at the Latest Practicable Date, the Group is in the process of liaising with the Purchasers and yet to finalise a detailed development plan for the Properties.

Set out below is the unaudited financial information of Great Billion and Wealth Channel for the two years ended 31 December 2019 and 2020 prepared in accordance with HKFRS:

Great Billion

	For the year ended	For the year ended
	31 December
	2019	2020
	HK$	HK$
Revenue	–	–
Loss before taxation	(1,181,240)	(31,345)
Loss after taxation	(1,181,240)	(31,345)

The unaudited net asset value as at 31 December 2020 was HK$49,357.

Wealth Channel

	For the year ended	For the year ended
	31 December
	2019	2020
	HK$	HK$
Revenue	–	–
Loss before taxation	(33,025)	(31,015)
Loss after taxation	(33,025)	(31,015)

The unaudited net asset value as at 31 December 2020 was HK$3,578,582.

– 14 –

LETTER FROM THE BOARD

Information of the Purchasers

Each of the Purchaser A and the Purchaser B is a company incorporated in the British Virgin Islands with limited liability and is principally engaged in investment holding. They are both wholly-owned subsidiaries of KPL which is an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange with stock code 683. The principal activity of KPL is investment holding and the principal activities of its subsidiaries, associates and joint ventures comprise property development, investment and management in Hong Kong, the PRC and the Asia Pacific region; hotel ownership in Hong Kong, and hotel ownership and operations in the PRC; and integrated logistics and international freight forwarding.

SHAREHOLDERS’ AGREEMENTS

As prescribed in the Agreements, the Purchaser A, the Seller and Great Billion shall enter into the Shareholders’ Agreement for Great Billion on the date of the Great Billion Completion while the Purchaser B, the Seller and Wealth Channel shall enter into the Shareholders’ Agreement for Wealth Channel on the date of the Wealth Channel Completion, respectively. The key terms of the Shareholders’ Agreements were agreed upon and annexed to the Agreements.

Pursuant to the Shareholders’ Agreements, it shall be agreed that, among other things, (i) funding requirement shall be met as far as practicable by the external financing or if the same shall not be met by the external financing, to be met by the shareholders’ loans on a pro rata basis; (ii) if the external financing requires guarantees or securities, the Seller and the Purchasers shall provide the same on a several and pro rata basis; and (iii) interest rate of the shareholders’ loans shall be at a rate to be agreed by both the Seller and the Purchasers.

POSSIBLE PROVISION OF FINANCIAL ASSISTANCE

To cater for the funding requirements of Great Billion and Wealth Channel for development of the Properties (including the payment of land premium and the expected commitments of the development, inter alia, the construction and other project development costs, interest and selling expenses), it is expected that the Possible Financial Assistance of not more than HK$1,640 million will be required to be provided by the Group to Great Billion and Wealth Channel in aggregate. Such Possible Financial Assistance will be provided mainly in the form of shareholder’s loan amounted to approximately HK$766 million which is to be funded by the internal resources of the Group, and/or provision of corporate guarantee for external bank borrowings amounted to approximately HK$869 million and in proportion to the Group’s shareholding interests in Great Billion and Wealth Channel. It is also expected that financial assistance of approximately HK$1,780 million will be required to be provided by the Purchasers to Great Billion and Wealth Channel in aggregate. Such financial assistance is expected to be provided mainly in the form of shareholder’s loan amounted to approximately HK$850 million and/or corporate guarantee for external bank borrowings amounted to approximately HK$926 million.

– 15 –

LETTER FROM THE BOARD

POSSIBLE FINANCIAL EFFECTS OF THE DISPOSALS AND THE POSSIBLE FINANCIAL ASSISTANCE

The company would like to clarify that in respect of the Disposals, upon the Great Billion Completion and the Wealth Channel Completion, it is estimated that the Company will record a net gain after tax of approximately HK$158.0 million, which primarily consists of gains from the sale of the Great Billion Sale Share and the Wealth Channel Sale Share with reference to the unaudited net asset values of Great Billion and Wealth Channel as at 31 December 2020 and taking into account the Lot A Adjustments and Lot B Adjustments, plus fair value gain of the remaining 50% equity under the requirements of HKFRS with reference to the market values of the Properties as disclosed in the valuation report date 13 April 2021, less the estimated transaction costs and deferred tax.

The exact amount of gain to be recorded in the consolidated statement of profit or loss of the Group is subject to audit, and therefore may be different from the figure provided above. Shareholders and potential investors of the Company should note that the above estimation is for illustrative purpose only. The actual gain or loss in connection with the Disposals may be different from the above and will be determined based on the financial position of Great Billion and Wealth Channel as at the date of the Great Billion Completion and the Wealth Channel Completion and the actual amount of expenses incidental to the Disposals.

In relation to the Possible Financial Assistance, the amounts in relation to the Contemplated Shareholder’s Loan will be recognised and disclosed as amount due from joint ventures, which will increase the Group’s other receivables and decrease the Group’s cash and cash equivalents. As such, the provision of the Contemplated Shareholder’s Loan will not have material financial effect to the total assets and liabilities of the Group. The interest income deriving from the shareholder loan (if it is interest-bearing) will be recorded as other income of the Group, which will increase earnings of the Group accordingly. Save as disclosed above, there will be no other material financial effect on earnings of the Group in association with the provision of the shareholder loan.

In addition, the remaining portion that is expected to be funded by the Contemplated Bank Loans under the Contemplated Company’s Guarantee will not have any immediate effect on the Group’s earnings, assets and liabilities. The Company, as a guarantor will be responsible for up to 50% of the Contemplated Bank Loans in case there is a default in the repayment of the Contemplated Bank Loans and related interest, costs or fees by Great Billion and Wealth Channel. According to the preliminary design and financial prospects of the residential property project as indicated from the key terms of the Shareholders’ Agreements, if there is any future funding need for the real estate development projects for the Properties, the Seller and the Purchasers (as the case may be) will first seek external financing, absence or shortfall of which will then seek funding in the form of shareholders’ loans. Hence the Directors consider that there will be sufficient cash flow for Great Billion and Wealth Channel to repay the Contemplated Bank Loans and related interest, costs or fees, and are of the view that the provision of the Contemplated Company’s Guarantee will not have any material negative financial effects on the earnings, assets and liabilities of the Group.

– 16 –

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE DISPOSALS AND THE POSSIBLE FINANCIAL ASSISTANCE

In respect of the Land Exchange Applications, the Purchasers will provide sufficient funding for payment of the land premium of Lot A and Lot B under the Land Exchange Applications and the usage conversion of the Properties, therefore reducing the capital requirement for and improving the cash flow position of the Group. As a well-known property developer, KPL has sufficient experience in operation, branding and sales and marketing, which would potentially bring synergy for future development of the Properties.

Furthermore, the Disposals will result in the Seller and the Purchasers sharing the development costs and thereby risks of development of the Properties. The Seller will also benefit from the consideration received from the Purchasers, allowing the Seller to obtain an one-off respectable financial reward within a short period of time and improve the financial performance of the Group.

Given that the Possible Financial Assistance would also be provided pro-rata to the Seller’s shareholdings in Great Billion and Wealth Channel and only on normal commercial terms, the Directors (including independent non-executive Directors) consider that the terms of the Agreements, the Disposals and the provision of the Possible Financial Assistance are in the ordinary and usual course of business of the Company, on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios as defined in Rule 14.07 of the Listing Rules in respect of the Disposals exceed(s) 5% but is/are less than 25%, the Disposals in aggregate constitute a discloseable transaction for the Company and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. The Company fully complied with the said requirement by issuing the announcement on 5 May 2021.

As one or more of the applicable percentage ratios as defined in Rule 14.07 of the Listing Rules in respect of the Possible Financial Assistance exceed(s) 25%, the Possible Financial Assistance constitutes a major transaction for the Company and is therefore subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholder or any of his/her/its respective associates have any material interest in the Agreements, the Disposals, the Possible Financial Assistance and the transactions contemplated thereunder, thus no Shareholder is required to abstain from voting at the EGM to be convened by the Company.

– 17 –

LETTER FROM THE BOARD

RECOMMENDATION

Having considered the reasons set out herein, the Directors (including the independent non-executive Directors) consider that the Possible Financial Assistance and the transactions contemplated thereunder are in the ordinary and usual course of business of the Company, fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Possible Financial Assistance and the transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

For and on behalf of the Board Top Spring International Holdings Limited WONG Chun Hong Chairman

– 18 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION

The audited consolidated financial statements of the Group for each of the three years ended 31 December 2018, 2019 and 2020 are disclosed in the following documents:

• the Company’s annual report for the year ended 31 December 2020 (the “ 2020 Annual Report ”) published on 23 April 2021 from pages 126–268. Please see below a quick link to the 2020 Annual Report:

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0423/2021042300293.pdf

• the Company’s annual report for the year ended 31 December 2019 (the “ 2019 Annual Report ”) published on 24 April 2020 from pages 124–284. Please see below a quick link to the 2019 Annual Report:

https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0424/2020042400677.pdf

• the Company’s annual report for the year ended 31 December 2018 (the “ 2018 Annual Report ”) published on 17 April 2019 from pages 141–304. Please see below a quick link to the 2018 Annual Report:

https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0417/ltn201904171486.pdf

2. INDEBTEDNESS

As at the close of business on 30 April 2021, being the date of this indebtedness statement prior to the printing of this circular, the Group had a total borrowings of approximately HK$10,407.3 million, comprising secured and guaranteed bank loans of approximately HK$9,171.9 million, secured and guaranteed bonds payable of approximately HK$252.3 million, secured and guaranteed amounts due to a shareholder of the Company of approximately HK$931.7 million and lease liabilities of HK$51.4 million.

As at 30 April 2021, save for the guarantees of approximately HK$767.9 million given to financial institutions for mortgage loan facilities granted to purchasers of the Group’s properties, the Group had no other material contingent liabilities.

Save as disclosed above and apart from intra-group liabilities and normal trade payables, the Group did not have any material debt securities issued and outstanding, and authorised or otherwise created but unissued, other borrowings or indebtedness in the nature of borrowing including term loans, bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, mortgages and charges, which are either guaranteed, unguaranteed, secured or unsecured, or other material contingent liabilities or guarantees outstanding at the close of business on 30 April 2021.

– I-1 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Foreign currency amounts have been, for the purposes of this indebtedness statement, translated into Hong Kong dollars at the approximate rates of exchange applicable at the close of business on 30 April 2021.

3. WORKING CAPITAL

The Directors are of the opinion that, taking into account the Possible Financial Assistance and the financial resources available to the Group, including internally generated cash flows, available banking and other facilities and cash on hand, the Group has sufficient working capital for its present requirements, that is, for at least 12 months from the date of this circular.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

As mentioned in the 2020 annual report of the Company, the Guangdong-Hong Kong-Macao Greater Bay Area is the highest openness and strongest economic vitality in China and the world. In 2020, in the context of the global pandemic, the economy of the core cities in the Greater Bay Area recovered rapidly. The gross domestic product (GDP) of seven out of the nine cities in the Pearl River Delta in the Greater Bay Area took the lead in returning to positive growth in the third quarter of 2020, demonstrating an economically strong resilience and vitality in the Greater Bay Area. The central government further promotes the construction of the Guangdong-Hong Kong-Macao Greater Bay Area by formulating and promulgating suggestions, plans, schemes including Opinions Concerning Financial Support for the Establishment of the Guangdong-Hong Kong-Macao Greater Bay Area 《關於金融支援粵港澳大灣區建設的意見》( ), Development Plan for Inter-city Railway Links in the Guangdong-Hong Kong-Macao Greater Bay Area 《粵港澳大灣區城際鐵路建設規劃》( ), The Culture and Tourism Development Plan for the Guangdong-Hong Kong-Macao Greater Bay Area 《粵港澳大灣區文化和旅遊發展規劃》( ), Implementation Plan for Comprehensive Reform of the Pilot Demonstration Zone for Building Socialism with Chinese Characteristics in Shenzhen (2020–2025) 《深圳建設中國特色社會主義( 先行示範區綜合改革試點實施方案 (2020–2025)》). During the “14th Five-Year Plan” period, the Greater Bay Area will continue to usher in new opportunities. In the Recommendations of the CPC Central Committee for Formulating the 14th Five-Year Plan for National Economic and Social Development and the Long-Range Objectives Through the year 2035《中共中央關於制定 國民經濟和社會發展第十四個五年規劃和二〇三五年遠景目標的建議》, the government mentioned the Guangdong-Hong Kong-Macao Greater Bay Area three times, and that the government would promote the construction of the Guangdong-Hong Kong-Macao Greater Bay Area and create an innovation platform and new growth pole by supporting the Guangdong-Hong Kong-Macao Greater Bay Area turning to be an international technological innovation centre. In 2021 and the years to follow, the Group will continue to focus on the opportunities in the Greater Bay Area and closely grasp the historic development opportunities brought about by the construction and development of the Greater Bay Area.

In addition, the Group is of the view that it is imperative to maintain a steadily growing rental income. The Group looks forward to achieving greater growth in rental income by expanding the portfolio of premium properties held as investment.

– I-2 –

VALUATION REPORT

APPENDIX II

The following is the full text of a letter, summary of valuations and valuation report prepared for the purpose of inclusion in this circular by Cushman & Wakefield Limited, an independent qualified property valuer, in connection with the valuation as at 13 April 2021 of the properties.

==> picture [143 x 47] intentionally omitted <==

27/F One Island East Taikoo Place 18 Westlands Road Quarry Bay Hong Kong

13 April 2021

The Directors

Top Spring International Holdings Limited

Room 04–08, 26/F Shui On Centre 6–8 Harbour Road Wanchai Hong Kong

Dear Sirs,

Re: Portfolio Valuation

INSTRUCTIONS, PURPOSE & VALUATION DATE

In accordance with the instructions of Top Spring International Holdings Limited (the “ Company ”) for Cushman & Wakefield Limited (“ C&W ”) to value the property interests held by the Company and/or its subsidiaries (collectively the “ Group ”) situated in Hong Kong (as more particularly described in the attached valuation report), we confirm that we have inspected the properties, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the values of the properties as at 13 April 2021 (the “ Valuation Date ”).

BASIS OF VALUATION

Our valuation of each of the properties represents its market value which in accordance with The HKIS Valuation Standards 2020 issued by The Hong Kong Institute of Surveyors is defined as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

– II-1 –

VALUATION REPORT

APPENDIX II

We confirm that the valuations are undertaken in accordance with the requirements set out in Chapter 5 of the Rules Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited and The HKIS Valuation Standards 2020 issued by The Hong Kong Institute of Surveyors.

Our valuation of each of the properties are on an entirety interest basis.

VALUATION ASSUMPTIONS

Our valuation of each of the properties excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of value available only to a specific owner or purchaser.

No allowance has been made in our valuations for any charges, mortgages or amounts owing on the Properties nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

METHOD OF VALUATION

We have generally valued the properties by market approach assuming sale of the properties in their respective existing state by making reference to comparable sales transactions as available in the relevant market.

SOURCE OF INFORMATION

We have relied to a very considerable extent on the information given by the Group and have accepted advice given to us on such matters as planning approvals, statutory notices, easements, tenure, identification of land and buildings, particulars of occupancy, site and floor areas, tenancy details, site and floor plans, interest attributable to the Group and all other relevant matters.

Dimensions and measurements are based on the copies of documents or other information provided to us by the Group and are therefore only approximations. No on-site measurement has been carried out. We have no reason to doubt the truth and accuracy of the information provided to us by the Group which is material to the valuations. We were also advised by the Group that no material facts have been omitted from the information provided.

TITLE INVESTIGATION

We have not been provided with copies of the title documents relating to the properties but have caused searches to be made at the Land Registry. However, we have not searched the original documents to verify ownership or to ascertain any amendments. All documents have been used for reference only and all dimensions, measurements and areas are approximate.

– II-2 –

VALUATION REPORT

APPENDIX II

SITE INSPECTION

Our valuer, Ms Camman Chan (Probationer of HKIS), inspected the exterior of the properties in March 2021. We have not carried out any soil investigation to determine the suitability of the soil conditions and services etc for any future redevelopment. Unless otherwise stated, we have not been able to carry out detailed on-site measurements to verify the site and floor areas of the properties and we have assumed that the areas shown on the documents handed to us are correct.

CONFIRMATION OF INDEPENDENCE

We hereby confirm that C&W and the undersigned have no pecuniary or other interests that could conflict with the proper valuation of the properties or could reasonably be regarded as being capable of affecting our ability to give an unbiased opinion.

We enclose herewith a summary of valuations and our valuation report for your attention.

Yours faithfully, For and on behalf of

Cushman & Wakefield Limited

K. B. Wong

MRICS, FHKIS, RPS(GP) Executive Director Valuation & Advisory Services, Hong Kong

Note: Mr. K.B. Wong is a Member of the Royal Institution of Chartered Surveyors, a Fellow of the Hong Kong Institute of Surveyors and a Registered Professional Surveyor who has over 35 years of experience in the professional property valuation and advisory in Hong Kong. Mr. Wong has sufficient current notional knowledge of the market, and the skills and understanding to undertake the valuations competently.

– II-3 –

VALUATION REPORT

APPENDIX II

SUMMARY OF VALUATIONS

Property Properties held for future development by the Group in Hong Kong 1. The Remaining Portion of Section A of Lot No. 4536, Lot No. 4538, the Remaining Portion of Lot No. 4539, Sub-section 1 of Section A of Lot No. 4540, Sub-section 2 of Section A of Lot No. 4540, the Remaining Portion of Section A of Lot No. 4540, the Remaining Portion of Lot No. 4540, Lot No. 4546 all in Demarcation District No. 116, Sub-section 1 of Section A of Lot No. 1727, Sub-section 2 of Section A of Lot No. 1727, Sub-section 3 of Section A of Lot No. 1727, Sub-section 4 of Section A of Lot No. 1727, Sub-section 5 of Section A of Lot No. 1727, Sub-section 6 of Section A of Lot No. 1727, the Remaining Portion of Section A of Lot No. 1727, Sub-section 1 of Section C of Lot No. 1730, the Remaining Portion of Section C of Lot No. 1730, the Remaining Portion of Lot No. 1730, Lot No. 1733, Lot No. 1734 all in Demarcation District No. 120, Yuen Long, New Territories 2. Sub-section 1 of Section B of Lot 1747, the Remaining Portion of Section B of Lot No. 1747, the Remaining Portion of Lot No. 1747 all in Demarcation District No. 120, Tai Tong Road, Yuen Long, New Territories Total:

Market value in existing state as at 13 April 2021 HK$ 324,000,000 43,000,000

367,000,000

– II-4 –

VALUATION REPORT

APPENDIX II

VALUATION REPORT

Properties held for future development by the Group in Hong Kong

				Market value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	13 April 2021
1.	The Remaining Portion of Section A	The property comprises various	The property is	HK$324,000,000
	of Lot No. 4536, Lot No. 4538, the	adjoining agricultural lots with a	vacant.	(HONG KONG
	Remaining Portion of Lot No. 4539,	total site area of approximately		DOLLARS THREE
	Sub-section 1 of Section A of Lot	6,483.18 sq. m. (69,785 sq. ft.).		HUNDRED AND
	No. 4540, Sub-section 2 of Section			TWENTY FOUR
	A of Lot No. 4540, the Remaining	The immediate locality of the		MILLION)
	Portion of Section A of Lot No.	property is predominately a mix of
	4540, the Remaining Portion of Lot	medium-rise residential
	No. 4540, Lot No. 4546 all in	developments and village type house
	Demarcation District No. 116,	developments. Accessibility of the
	Sub-section 1 of Section A of Lot	property is considered to be
	No. 1727, Sub-section 2 of Section	reasonable with public transport
	A of Lot No. 1727, Sub-section 3 of	series available along Shap Pat
	Section A of Lot No. 1727,	Heung Road and Tai Tong Road.
	Sub-section 4 of Section A of Lot
	No. 1727, Sub-section 5 of Section	The property is held from the
	A of Lot No. 1727, Sub-section 6 of	Government under Block
	Section A of Lot No. 1727, the	Government Leases of DD 116 and
	Remaining Portion of Section A of	DD 120 respectively all for the same
	Lot No. 1727, Sub-section 1 of	term of 75 years from 1 July 1898
	Section C of Lot No. 1730, the	renewed for a further term of 24
	Remaining Portion of Section C of	years and statutorily extended till 30
	Lot No. 1730, the Remaining	June 2047. The Government Rent
	Portion of Lot No. 1730, Lot No.	payable for the property is an
	1733, Lot No. 1734 all in	amount equal to 3% of the rateable
	Demarcation District No. 120, Yuen	value for the time being of the
	Long, New Territories	property per annum.

Notes:

• (1) The registered owner of the property is Great Billion Corporation Limited, a wholly owned subsidiary of the Company.

• (2) The property falls within a land use zone for “Residential (Group B)” purpose under Draft Yuen Long Outline Zoning Plan No. S/YL/24 dated 29 January 2021.

• (3) In undertaking our valuation, we have made reference to sale prices of comparable properties with a price range of approximately HK$2,400 to HK$4,800 psf. The unit rate assumed by us is consistent with the relevant comparables after adjustments of location, size, time and other relevant factors.

– II-5 –

VALUATION REPORT

APPENDIX II

VALUATION REPORT

Properties held for future development by the Group in Hong Kong

Property

Description and tenure

Particulars of occupancy

Market value in existing state as at 13 April 2021

1. Sub-section 1 of Section B of Lot 1747, the Remaining Portion of Section B of Lot No. 1747, the Remaining Portion of Lot No. 1747 all in Demarcation District No. 120, Tai Tong Road, Yuen Long, New Territories

The property comprises various adjoining agricultural lots with a total site area of approximately 1,025.36 sq. m. (11,037 sq. ft.).

The immediate locality of the property is predominately a mix of medium-rise residential developments and village type house developments. Accessibility of the property is considered to be reasonable with public transport series available along Shap Pat Heung Road and Tai Tong Road.

The property is vacant.

HK$43,000,000 (HONG KONG DOLLARS FORTY THREE MILLION)

The property is held from the Government under Block Government Lease of DD 120 for a term of 75 years from 1 July 1898 renewed for a further term of 24 years and statutorily extended till 30 June 2047. The Government Rent payable for the property is an amount equal to 3% of the rateable value for the time being of the property per annum.

Notes:

• (1) The registered owner of the property is Wealth Channel Holdings Limited, a wholly owned subsidiary of the Company.

• (2) The property falls within a land use zone for “Residential (Group B)” purpose under Draft Yuen Long Outline Zoning Plan No. S/YL/24 dated 29 January 2021.

• (3) In undertaking our valuation, we have made reference to sale prices of comparable properties with a price range of approximately HK$2,400 to HK$4,800 psf. The unit rate assumed by us is consistent with the relevant comparables after adjustments of location, size, time and other relevant factors.

– II-6 –

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ interests and short positions in Shares and underlying Shares

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were deemed or taken to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules as adopted by the Company, to be notified to the Company and the Stock Exchange were as follows:

					Total number of
					Shares and
			Number of		underlying
		Number of	Share options	Number of	Shares held	Approximate
		Shares held	held	PCSs held	(Note 1)	percentage of
Name of Director	Type of interest	(Shares) (a)	(Shares) (b)	(Shares) (c)	(a)+(b)+(c)	issued Shares
					Shares (L)	(%)
Mr WONG Chun Hong	Interest in a controlled	148,500	–	–	148,500	0.01
(“Mr WONG”)	corporation				Shares (L)
(Note 2)
	Settlor of a trust	417,593,500	–	116,552,800	534,146,300	37.81
					Shares (L)
	Beneficial owner	5,083,200	1,400,000	–	6,483,200	0.46
					Shares (L)

– III-1 –

GENERAL INFORMATION

APPENDIX III

					Total number of
					Shares and
			Number of		underlying
		Number of	Share options	Number of	Shares held	Approximate
		Shares held	held	PCSs held	(Note 1)	percentage of
Name of Director	Type of interest	(Shares) (a)	(Shares) (b)	(Shares) (c)	(a)+(b)+(c)	issued Shares
					Shares (L)	(%)
Mr CHENG Yuk Wo	Beneficial owner	–	1,420,000	–	1,420,000	0.10
(“Mr CHENG”)					Shares (L)
(Note 3)
Professor WU Si Zong	Beneficial owner	–	400,000	–	400,000	0.03
(“Professor WU”)					Shares (L)
(Note 4)

Notes:

• (1) The letter “L” denotes the Director’s long position in the Shares or underlying Shares.

• (2) Kang Jun Limited (“ Kang Jun ”) is wholly-owned by Mr WONG. By virtue of the SFO, Mr WONG is deemed to be interested in 148,500 Shares held by Kang Jun. Chance Again Limited (“ Chance Again ”) is wholly-owned by Cheung Yuet (B.V.I.) Limited (“ BVI Co ”). The entire issued share capital of BVI Co is wholly-owned by HSBC International Trustee Limited (“ HSBC International Trustee ”) as the trustee of the Cheung Yuet Memorial Trust, a discretionary family trust established by Mr WONG (the “ WONG’s Family Trust ”) and the beneficiaries of which include Mr WONG’s family members. Mr WONG is the settlor and the protector of the WONG’s Family Trust. By virtue of the SFO, Mr WONG is deemed to be interested in 417,593,500 Shares held by Chance Again and 116,552,800 underlying Shares in relation to the PCSs held by Chance Again. Mr WONG beneficially owned 5,083,200 Shares and 1,400,000 options granted to him by the Company under the post-IPO share option scheme of the Company (the “ Post-IPO Share Option Scheme ”) (Lot 1). These share options, all of which remained exercisable as at the Latest Practicable Date, were exercisable at the subscription price of HK$2.264 per Share during the period from 26 June 2013 to 25 June 2022.

• (3) Mr CHENG’s long position in the underlying Shares comprises (i) 420,000 options granted to him by the Company under the Post-IPO Share Option Scheme (Lot 1) and (ii) 1,000,000 options granted to him by the Company under the Post IPO Share Option Scheme (Lot 3). These share options, all of which remained exercisable as at the Latest Practicable Date, were exercisable as to (i) 420,000 share options (Lot 1) at the subscription price of HK$2.264 per Share during the period from 26 June 2013 to 25 June 2022, and (ii) 1,000,000 share options (Lot 3) at the subscription price of HK$3.300 per Share during the period from 28 April 2016 to 27 April 2025.

• (4) Professor WU’s long position in the underlying Shares comprises 400,000 outstanding options granted to him by the Company under the Post-IPO Share Option Scheme (Lot 3). These share options, all of which remained exercisable as at the Latest Practicable Date, were exercisable at the subscription price of HK$3.300 per Share during the period from 28 April 2016 to 27 April 2025.

– III-2 –

GENERAL INFORMATION

APPENDIX III

(b) Substantial Shareholders’ interests and short positions in Shares and underlying Shares

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had interests or short positions in the Shares or underlying Shares of the Company as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO or which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group:

					Total number of
					Shares and
			Number of		underlying
		Number of	Share options	Number of	Shares held	Approximate
		Shares held	held	PCSs held	(Note 1)	percentage of
Name	Capacity	(Shares) (a)	(Shares) (b)	(Shares) (c)	(a)+(b)+(c)	issued Shares
					Shares (L)	(%)
Chance Again (Note 2)	Beneficial owner	417,593,500	–	116,552,800	534,146,300	37.81
					Shares (L)
BVI Co (Note 2)	Interest in a controlled	417,593,500	–	116,552,800	534,146,300	37.81
	corporation				Shares (L)
HSBC International	Trustee of a trust	417,593,500	–	116,552,800	534,146,300	37.81
Trustee (Note 2)					Shares (L)
Ms LIU Choi Lin	Interest of spouse	422,825,200	1,400,000	116,552,800	540,778,000	38.28
(“Ms LIU”)					Shares (L)
(Notes 2&3)
Caiyun International	Beneficial owner	400,959,840	–	–	400,959,840	28.38
Investment Limited					Shares (L)
(彩雲國際投資有限
公司) (“Caiyun”)
(Note 4)
Yunnan Health &	Interest in a controlled	400,959,840	–	–	400,959,840	28.38
Cultural Tourism	corporation				Shares (L)
Holding Group Co.,
Ltd. (雲南省康旅控
股集團有限公司)
(“YHCT”) (Note 4)

– III-3 –

APPENDIX III

GENERAL INFORMATION

					Total number of
					Shares and
			Number of		underlying
		Number of	Share options	Number of	Shares held	Approximate
		Shares held	held	PCSs held	(Note 1)	percentage of
Name	Capacity	(Shares) (a)	(Shares) (b)	(Shares) (c)	(a)+(b)+(c)	issued Shares
					Shares (L)	(%)
Crown Investments	Interest in a controlled	227,970,810	–	–	227,970,810	16.14
Limited (“Crown	corporation				Shares (L)
Investments”)
(Note 5)
Metro Holdings	Interest in a controlled	228,390,110	–	–	228,390,110	16.17
Limited (“Metro”)	corporation				Shares (L)
(Note 5)
Mr ONG Jenn	Interest in a controlled	228,390,110	–	–	228,390,110	16.17
(Note 6)	corporation				Shares (L)
Mr ONG Sek Hian	Interest in a controlled	228,390,110	–	–	228,390,110	16.17
(Note 6)	corporation				Shares (L)
	Beneficial owner	2,000,000	–	–	2,000,000	0.14
					Shares (L)

Notes:

• (1) The letter “L” denotes the person’s long position in the Shares or underlying Shares of the Company.

• (2) Chance Again is wholly-owned by BVI Co. The entire issued share capital of BVI Co is wholly-owned by HSBC International Trustee as the trustee of the WONG’s Family Trust. Mr WONG is the settlor and the protector of the WONG’s Family Trust. By virtue of the SFO, Mr WONG is deemed to be interested in 417,593,500 Shares held by Chance Again and 116,552,800 underlying Shares in relation to the PCSs held by Chance Again.

• (3) Ms LIU is the spouse of Mr WONG. By virtue of the SFO, Ms LIU is deemed to be interested in all the Shares and underlying Shares in which Mr WONG is interested.

• (4) 400,959,840 Shares are held by Caiyun, which is wholly-owned by YHCT. Accordingly, YHCT is deemed to be interested in all the Shares and the underlying Shares held by Caiyun.

• (5) 227,970,810 Shares were held by Crown Investments Limited which was in turn wholly-owned by Metro China Holdings Pte Ltd which was in turn wholly-owned by Metro. 419,300 Shares were held by Meren Pte Ltd which was in turn wholly-owned by Metro. By virtue of the SFO, Metro is deemed to be interested in 227,970,810 Shares and 419,300 Shares held by Crown Investments Limited and Meren Pte Ltd, respectively.

– III-4 –

GENERAL INFORMATION

APPENDIX III

• (6) Metro’s ultimate controlling shareholders (as defined under the Listing Rules) are Mr. Ong Jenn and Mr. Ong Sek Hian, and their aggregate direct and deemed interest in Metro is approximately 35.398%. By virtue of the SFO, Mr ONG Jenn is deemed to be interested in the 227,970,810 Shares and 419,300 Shares held by Crown Investments Limited and Meren Pte Ltd, respectively. Mr ONG Sek Hian is deemed to be interested in the 227,970,810 Shares and 419,300 Shares held by Crown Investments Limited and Meren Pte Ltd, respectively. In addition, Mr ONG Sek Hian beneficially owned 2,000,000 Shares.

Save as disclosed above, as at the Latest Practicable Date, no person (other than a Director or chief executive of the Company) had any interests or short positions in the Shares and underlying Shares of the Company as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO or which would fall to be disclosed to the Company and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO.

As at the Latest Practicable Date, Mr YIP Hoong Mun, a non-executive Director, is the Group Chief Executive Officer of Metro. Moreover, Mr WONG, the Chairman, the Chief Executive Officer and an executive Director is himself a substantial Shareholder.

3. DIRECTOR’S COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and his respective close associates was considered to have interests in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

4. DIRECTORS’ INTERESTS IN ASSETS

None of the Directors had any interest, directly or indirectly, in any asset which has, since 31 December 2020 (being the date to which the latest published audited consolidated financial statements of the Group were made up), up to the Latest Practicable Date, been acquired or disposed of by, or leased to, any member of the Group or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not determinable by such member of the Group within one year without payment of compensation (other than statutory compensation).

– III-5 –

GENERAL INFORMATION

APPENDIX III

6. DIRECTORS’ INTEREST IN CONTRACTS OR ARRANGEMENT SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, save as disclosed in this circular, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement subsisting entered into by any member of the Group subsisting as at the Latest Practicable Date and which is significant in relation to the business of the Group.

7. LITIGATION

As at the Latest Practicable Date, so far as the Directors were aware of, no member of the Group was involved in any litigation or claim of material importance and no litigation or claim of material importance known to the Directors to be pending or threatened by or against the Group.

8. MATERIAL CONTRACTS

During the two years immediately preceding the Latest Practicable Date, the following contracts (not being contracts in the ordinary course of business) have been entered into by the Group and are or may be material:

• (a) the supplemental agreement dated 23 November 2020 among Metro Property (BVI) Limited, Lee Kim Tah Holdings Limited, Top Spring International (BVI) Limited, the Company and Metro-LKT (BVI) Limited whereby the parties agreed to vary certain terms of the secured facility agreement dated 26 October 2018 among the same parties, details of which are set out in the announcement of the Company dated 23 November 2020;

• (b) the Great Billion Agreement; and

• (c) the Wealth Channel Agreement.

9. MATERIAL ADVERSE CHANGE

The Directors were not aware of any material adverse change in the financial or trading position or outlook of the Group since 31 December 2020, being the date to which the latest published audited financial statements of the Group were made up.

– III-6 –

GENERAL INFORMATION

APPENDIX III

10. EXPERT AND CONSENT

The qualifications of the expert who has been named in this circular or has given opinions or advice which is/are contained herein are set out below:

Name Qualification

Cushman & Wakefield Limited Independent valuer

As at the Latest Practicable Date, Cushman & Wakefield Limited does not have any interest, direct or indirect, in any member of the Group or any right (whether legally enforceable or not), to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Cushman & Wakefield Limited does not have any interest, direct or indirect, in any assets which have been since 31 December 2020, being the date up to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

Cushman & Wakefield Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion in this circular of its letter of advice or report and/or references to its name in the form and context in which it appears.

11. GENERAL

• (a) All references to times and dates in this circular refer to Hong Kong times and date.

• (b) The English text of this circular shall prevail over its Chinese text.

• (c) The company secretary of the Company is Mr WONG Tak Chun, who is a certified public accountant of the Hong Kong Institute of Certified Public Accountants, and a fellow member of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators in the United Kingdom.

• (d) The registered office of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

• (e) The head office and principal place of business of the Company in Hong Kong is at Rooms 04–08, 26th Floor, Shui On Centre, 6–8 Harbour Road Wanchai, Hong Kong.

• (f) The Hong Kong share registrar and transfer office of the Company is Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

– III-7 –

GENERAL INFORMATION

APPENDIX III

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the office of the Company at Rooms 04-06, 26th Floor, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong during normal business hours from 9:30 a.m. to 5:30 p.m. on any business days from the date of this circular up to and including the date of the EGM:

• (a) the memorandum of association and the articles of association of the Company;

• (b) the Great Billion Agreement and the Wealth Channel Agreement;

• (c) the annual reports of the Company for each of the three financial years ended 31 December 2018, 2019 and 2020;

• (d) the valuation report of the Properties from Cushman & Wakefield Limited, the text of which is set out in Appendix II to this circular;

• (e) the written consent referred to in the paragraph headed “Expert and Consent” in this Appendix; and

• (f) this circular.

– III-8 –

NOTICE OF EGM

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TOP SPRING INTERNATIONAL HOLDINGS LIMITED 萊蒙國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03688)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Top Spring International Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) will be held at 17th Floor, Leighton, 77 Leighton Road, Causeway Bay, Hong Kong on Monday, 28 June 2021 at 10:00 a.m. to consider and, if though fit, pass the following ordinary resolutions (as ordinary businesses):

ORDINARY RESOLUTION

“ THAT

• (a) authorisation of the directors of the Company (the “ Director(s) ”) to commit to providing loans, guarantee(s) and/or other financial assistance of up to HK$1,640,000,000 to or for the benefit of Great Billion Corporation Limited (“ Great Billion ”) and Wealth Channel Holdings Limited (“ Wealth Channel ”) in relation to any agreed funding requirements for the real estate development projects carried out by Great Billion and Wealth Channel, on the basis that the same shall be so provided in proportion to the Group’s shareholding interest in Great Billion and Wealth Channel from time to time and otherwise on normal commercial terms and all the transactions contemplated thereunder (the “ Possible Financial Assistance ”) be and are hereby approved, confirmed and ratified; and

• (b) any one Director be and is hereby authorised to do all such acts and things as the Director in his or her sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Possible Financial Assistance and the transactions contemplated thereunder, where required, any amendment of the terms of the Possible Financial Assistance as required by, or for the

– EGM-1 –

NOTICE OF EGM

purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations.”

Yours faithfully, For and on behalf of the Board Top Spring International Holdings Limited WONG Chun Hong

Chairman

Hong Kong, 8 June 2021

Headquarters and principal place of business in Hong Kong:

Rooms 04–08, 26th Floor

Shui On Centre

6–8 Harbour Road

Wanchai

Hong Kong

Notes:

1. Any member entitled to attend and vote at the EGM (and any adjournment of such meeting) shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at the EGM (and any adjournment of such meeting). A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the EGM (or any adjournment of such meeting) (as the case may be) at which the person named in the instrument proposes to vote.

4. The register of members and the register of holders of the perpetual subordinated convertible securities (“ PCSs ”) of the Company will be closed from Wednesday, 23 June 2021 to Monday, 28 June 2021 (both days inclusive), during which period no transfer of the Shares and PCSs will be effected. In order to qualify for attending and voting at the EGM or any adjournment of such meeting, (a) in the case of the Shares, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:30 p.m. on Tuesday, 22 June 2021; and (b) in the case of the PCSs, the notice of conversion in prescribed form, together with the relevant certificate of the PCSs and confirmation that any amounts required to be paid by the holder of the PCSs have been so paid, must be duly completed, executed and deposited with the Company at Rooms 04–08, 26th Floor, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 15 June 2021.

5. Completion and return of the proxy form does not preclude a member from attending and voting in person at the EGM (or any adjournment of such meeting) and, in such event, the proxy form shall be deemed to be revoked.

6. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the EGM (and any adjournment of such meeting), the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

– EGM-2 –

NOTICE OF EGM

Measures to Minimise Risk of Community Spread of 2019 Novel Coronavirus (“ COVID-19 ”):

In view of the evolving 2019 COVID-19 situation, the Company reserves the right to take the following precautionary measures as may be appropriate at the EGM:

• All attendees will be required to undergo a temperature check and sign a health declaration form (which may also be used for the purposes of contact tracing if required) before entering the EGM venue

• Any person who has a fever will not be permitted to attend the EGM. Persons exhibiting flulike symptoms may also be refused admittance at the Company’s discretion

• Any person, who has recently travelled to, any affected countries or areas outside Hong Kong (as per guidelines issued by the Hong Kong government at https://www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days prior to the EGM, will not be permitted to attend the EGM

• No refreshments will be served at the EGM

The Shareholders who are feeling unwell or have been placed on leave of absence on the date of the EGM are advised not to attend the EGM. Attendees who feel unwell (even without flu-like symptoms) are encouraged to wear surgical masks.

The Shareholders who prefer not to attend or are restricted from attending the EGM may still vote by proxy and are advised to take note of the latest date and time for the lodgement of the proxy form.

As the COVID-19 situation continues to evolve, the Company will closely monitor the situation and reserves the right to take further measures as appropriate in order to minimise any risk to the Shareholders and others attending the EGM and to comply with any requirements or recommendations of any government agencies from time to time.

The Company seeks the understanding and cooperation of all Shareholders to minimise the risk of community spread of COVID-19.

The EGM will commence sharply at 10:00 a.m., and the Shareholders are encouraged to arrive at the EGM venue at least half an hour prior to the meeting commencement time to avoid delays from precautionary measures mentioned above in the registration process.

As at the date of this notice, the executive Directors are Mr WONG Chun Hong, Ms LAM Mei Ka, Shirley and Mr LIANG Rui Chi; the non-executive Directors are Mr YIP Hoong Mun and Mr KUI Qiang; and the independent non-executive Directors are Mr CHENG Yuk Wo, Professor WU Si Zong and Mr CHAN Yee, Herman.

– EGM-3 –