TOP SPRING INTERNATIONAL HOLDINGS LIMITED

Transcription

1 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. TOP SPRING INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 03688) CONTINUING CONNECTED TRANSACTIONS AND DISCLOSEABLE TRANSACTION PROVISION OF LOANS BY NANCHANG TOP SPRING AND PROVISION OF PROPERTY MANAGEMENT SERVICES BY CHANGZHOU TOP SPRING PROVISION OF LOANS BY NANCHANG TOP SPRING The Board is pleased to announce that, on 10 September 2014 after trading hours, Nanchang Top Spring entered into the Framework Loan Agreement with its shareholders, Shenzhen Top Spring, Top Spring Insite and Metro Shanghai, pursuant to which Nanchang Top Spring agreed to provide, at its sole discretion, the respective Loans to Shenzhen Top Spring, Top Spring Insite, Metro Shanghai, Top Spring Designated Companies and/ or Metro Designated Company based on the same terms and conditions and in proportion to the respective equity interests of Shenzhen Top Spring, Top Spring Insite and Metro Shanghai in Nanchang Top Spring. The Framework Loan Agreement is conditional on the approval of the Independent Shareholders at the EGM. PROVISION OF PROPERTY MANAGEMENT SERVICES BY CHANGZHOU TOP SPRING The Board is also pleased to announce that, on 10 September 2014 after trading hours, Changzhou Top Spring, entered into the Property Management Service Framework Agreement with Nanchang Top Spring, pursuant to which Changzhou Top Spring agreed to provide property management services to Nanchang Top Spring in relation to the property development projects of Nanchang Top Spring in Nanchang of the PRC. 1

2 LISTING RULES IMPLICATIONS Nanchang Top Spring is an indirect non wholly-owned subsidiary of the Company, in which the Company indirectly owns 70% equity interest and Metro, a substantial shareholder of the Company, indirectly owns 30% equity interest through Metro Shanghai, and is a connected person of the Company under Rule 14A.07(5) of the Listing Rules. Metro Shanghai is a substantial shareholder of Nanchang Top Spring, an indirect whollyowned subsidiary of Metro, and a connected person of the Company under Rules 14A.07(1) and 14A.07(4) of the Listing Rules. Metro Designated Company is an indirect whollyowned subsidiary of Metro and a connected person of the Company under Rule 14A.07(4) of the Listing Rules. The provision of the Loans under the Framework Loan Agreement constitutes a continuing connected transaction of the Company under Rule 14A.31 of the Listing Rules. As the highest applicable percentage ratio is more than 5%, the provision of the Loans to Metro Shanghai (or Metro Designated Company) under the Framework Loan Agreement is subject to the reporting, announcement, annual review and Independent Shareholders approval requirements under Chapter 14A of the Listing Rules. Furthermore, as the highest applicable percentage ratio is more than 5% but less than 25%, the provision of the Loans to Metro Shanghai (or Metro Designated Company) under the Framework Loan Agreement also constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. Shenzhen Top Spring, Top Spring Insite and Top Spring Designated Companies are indirect wholly-owned subsidiaries of the Company. The provision of the Loans by Nanchang Top Spring to Shenzhen Top Spring, Top Spring Insite and/or Top Spring Designated Companies under the Framework Loan Agreement is fully exempt under Rule 14A.90 of the Listing Rules. Changzhou Top Spring is a branch office of Changzhou Top Spring Property which is an indirect wholly-owned subsidiary of the Company. The provision of property management services by Changzhou Top Spring to Nanchang Top Spring under the Property Management Service Framework Agreement constitutes a continuing connected transaction of the Company under Rule 14A.31 of the Listing Rules. As the highest applicable percentage ratio is more than 0.1% but less than 5%, the provision of property management services by Changzhou Top Spring to Nanchang Top Spring under the Property Management Service Framework Agreement is subject to the reporting, announcement and annual review requirements but is exempt from the Independent Shareholders approval requirement under Chapter 14A of the Listing Rules. 2

3 THE BOARD RESOLUTIONS AND THE EGM Mr CHIANG Kok Sung Lawrence, the non-executive Director, a director of Nanchang Top Spring and a director of Metro Shanghai, is nominated by Metro and he has abstained from voting on the respective resolutions of the Board approving (i) the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps), and (ii) the Property Management Service Framework Agreement, and the transactions contemplated under it (including the Proposed Property Management Annual Caps). As the other Directors do not have a material interest in (i) the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps), and (ii) the Property Management Service Framework Agreement, and the transactions contemplated under it (including the Proposed Property Management Annual Caps), they have not abstained from voting on the respective resolutions of the Board approving (i) the Framework Loan Agreement and the transactions contemplated it (including the Proposed Loan Annual Caps), and (ii) the Property Management Service Framework Agreement and the transactions contemplated under it (including the Proposed Property Management Annual Caps). An EGM will be convened for the Independent Shareholders to approve the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps). As Metro is interested in the Framework Loan Agreement, it and its associates will abstain from voting at the EGM on the proposed resolution for the approval of the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps). An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps). Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps). DESPATCH OF CIRCULAR A circular containing, among others, (i) details of the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps), (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, (iii) recommendation from the Independent Board Committee to the Independent Shareholders, and (iv) the notice of the EGM will be despatched to the Shareholders on or before 3 October

4 PROVISION OF LOANS BY NANCHANG TOP SPRING The Board is pleased to announce that, on 10 September 2014 after trading hours, Nanchang Top Spring entered into the Framework Loan Agreement with its shareholders, Shenzhen Top Spring, Top Spring Insite and Metro Shanghai, pursuant to which Nanchang Top Spring agreed to provide, at its sole discretion, the respective Loans to Shenzhen Top Spring, Top Spring Insite, Metro Shanghai, Top Spring Designated Companies and/or Metro Designated Company based on the same terms and conditions and in proportion to the respective equity interests of Shenzhen Top Spring, Top Spring Insite and Metro Shanghai in Nanchang Top Spring. The Framework Loan Agreement is conditional on the approval of the Independent Shareholders at the EGM. 1. Principal Terms of the Framework Loan Agreement The principal terms of the Framework Loan Agreement are as follows: 1.1 Date 10 September Parties (1) Nanchang Top Spring (2) Shenzhen Top Spring (3) Top Spring Insite (4) Metro Shanghai Nanchang Top Spring is an indirect non wholly-owned subsidiary of the Company, in which the Company indirectly owns 70% equity interest and Metro, a substantial shareholder of the Company, indirectly owns 30% equity interest through Metro Shanghai, and is a connected person of the Company under Rule 14A.07(5) of the Listing Rules. Shenzhen Top Spring and Top Spring Insite are indirect whollyowned subsidiaries of the Company. Metro Shanghai is a substantial shareholder of Nanchang Top Spring, an indirect wholly-owned subsidiary of Metro, and a connected person of the Company under Rules 14A.07(1) and 14A.07(4) of the Listing Rules. 1.3 Provision of the Loans Pursuant to the Framework Loan Agreement, Nanchang Top Spring will entrust a financial institution which is qualified to engage in entrustment loan business to provide, at its sole discretion, the Loans to Shenzhen Top Spring, Top Spring Insite, Metro Shanghai, Top Spring Designated Companies and/or Metro Designated Company as and when agreed by the parties. The amount of the Loans to be provided by Nanchang Top Spring to Shenzhen Top Spring, Top 4

5 Spring Insite, Metro Shanghai, Top Spring Designated Companies and/or Metro Designated Company will be proportional to the respective equity interests of Shenzhen Top Spring, Top Spring Insite and Metro Shanghai in Nanchang Top Spring, and all other terms and conditions of the Loans (including the interest rate, interest payment period and loan repayment period) shall also be the same. The interest rate of each of the Loans would be three per cent per annum which was the same as the prevailing benchmark interest for one-year RMB time deposits for financial institutions published by the People s Bank of China ( ) as at the date of this announcement. The parties will enter into the entrustment loan agreements with the relevant financial institution separately according to the terms and conditions set out in the Framework Loan Agreement. 1.4 Early Repayment of the Loans To maintain its normal business operation and depending on its financial needs and conditions, Nanchang Top Spring shall be entitled to request for early repayment of the Loans at any time from Shenzhen Top Spring, Top Spring Insite, Metro Shanghai, Top Spring Designated Companies and/or Metro Designated Company by giving prior written notice of ten Business Days. The terms and conditions of the early repayment of the Loans shall be the same. 1.5 Term The Framework Loan Agreement is conditional on the approval of the Independent Shareholders at the EGM and shall be for a term of three years from 1 October 2014 to 30 September The loan period under the entrustment loan agreements to be entered into between the parties and the relevant financial institution shall not be longer than the term of the Framework Loan Agreement. 1.6 Offsetting right If Nanchang Top Spring shall be unable to recover the Loans provided or any interest accrued pursuant to the Framework Loan Agreement due to any reasons caused by Shenzhen Top Spring, Top Spring Insite and Metro Shanghai, Nanchang Top Spring shall be entitled to offset such amounts payable to Nanchang Top Spring against any amounts payable by Nanchang Top Spring to Shenzhen Top Spring, Top Spring Insite and Metro Shanghai. If Nanchang Top Spring shall be unable to recover the Loans provided or any interest accrued pursuant to the Framework Loan Agreement due to any reasons caused by Top Spring Designated Companies or Metro Designated Company, Nanchang Top Spring shall be entitled to offset such amounts payable to Nanchang Top Spring against any amounts payable by Nanchang Top Spring to the party relevant to Top Spring Designated Companies or Metro Designated Company. 5

6 1.7 The Proposed Loan Annual Caps Nanchang Top Spring has been generating sufficient positive cash flow from the sale of its property development projects in Nanchang of the PRC. Based on the scheduled scale of sale of its development projects in Nanchang of the PRC, much cash will be expected to be generated from the sales income in the forthcoming years, and much idle cash of Nanchang Top Spring will be available. The Company expects that during the term of the Framework Loan Agreement, the Proposed Loan Annual Caps will be as follows: 1 October 2014 to 31 December January 2015 to 31 December January 2016 to 31 December January 2017 to 30 September 2017 (RMB) (RMB) (RMB) (RMB) The Proposed Loan Annual Caps for Metro Shanghai (or Metro Designated Company) 450,000,000 HK$567,000,000) 450,000,000 HK$567,000,000) 450,000,000 HK$567,000,000) 450,000,000 HK$567,000,000) The Proposed Loan Annual Caps for the respective periods from 1 October 2014 to 31 December 2014 and from 1 January 2017 to 30 September 2017 do not represent a proportion of the Proposed Loan Annual Caps for the year of 2015 or The setting of the same amounts of the Proposed Loan Annual Caps for the periods under the Framework Loan Agreement enables Nanchang Top Spring to have flexibility in utilising the idle cash depending on the progress of development and sale of its development projects in Nanchang of the PRC during such periods. The Directors have considered the following major factors in calculating the Proposed Loan Annual Caps: 1. the proportional equity interest of Metro Shanghai in Nanchang Top Spring; 2. the progress of the property development projects of Nanchang Top Spring in Nanchang of the PRC; 3. the cash balance of Nanchang Top Spring available for use and the scheduled scale and progress of sale of its development projects in Nanchang of the PRC during the term of the Framework Loan Agreement; and 4. the business operation and development, and the financial needs and conditions of Nanchang Top Spring during the term of the Framework Loan Agreement. 6

7 PROVISION OF PROPERTY MANAGEMENT SERVICES BY CHANGZHOU TOP SPRING The Board is also pleased to announce that, on 10 September 2014 after trading hours, Changzhou Top Spring, entered into the Property Management Service Framework Agreement with Nanchang Top Spring, pursuant to which Changzhou Top Spring agreed to provide property management services to Nanchang Top Spring in relation to the property development projects of Nanchang Top Spring in Nanchang of the PRC. 2. Principal Terms of the Property Management Service Framework Agreement The principal terms of the Property Management Service Framework Agreement are as follows: 2.1 Date 10 September Parties (1) Nanchang Top Spring (2) Changzhou Top Spring Nanchang Top Spring is an indirect non wholly-owned subsidiary of the Company, in which the Company indirectly owns 70% equity interest and Metro, a substantial shareholder of the Company, indirectly owns 30% equity interest through Metro Shanghai, and is a connected person of the Company under Rule 14A.07(5) of the Listing Rules. Changzhou Top Spring is a branch office of Changzhou Top Spring Property which is an indirect wholly-owned subsidiary of the Company. 2.3 Provision of property management services Pursuant to the Property Management Service Framework Agreement, Changzhou Top Spring will provide property management services to Nanchang Top Spring in relation to the property development projects of Nanchang Top Spring in Nanchang of the PRC. The parties will enter into separate property management service agreements for each of the property development projects of Nanchang Top Spring in Nanchang of the PRC according to the terms and conditions set out in the Property Management Service Framework Agreement. 2.4 Term The Property Management Service Framework Agreement shall be for a term of three years from 1 October 2014 to 30 September The separate property management service agreements to be entered into for each of the property development projects of Nanchang Top Spring in Nanchang of the PRC shall not be longer than the term of the Property Management Service Framework Agreement. 7

8 2.5 The Proposed Property Management Annual Caps The Company expects that during the term of the Property Management Service Framework Agreement, the Proposed Property Management Annual Caps will be as follows: 1 October 2014 to 31 December January 2015 to 31 December January 2016 to 31 December January 2017 to 30 September 2017 (RMB) (RMB) (RMB) (RMB) The Proposed Property Management Annual Caps 2,550,000 HK$3,213,000) 10,000,000 HK$12,600,000) 10,000,000 HK$12,600,000) 7,650,000 HK$9,639,000) The Directors have considered the following major factors in calculating the Proposed Property Management Annual Caps for the Property Management Service Framework Agreement: 1. the costs to be incurred by Changzhou Top Spring for the provision of property management services to Nanchang Top Spring in relation to the property development projects of Nanchang Top Spring in Nanchang of the PRC; 2. the unit price for the provision of property management services by Changzhou Top Spring to property development projects similar to those of Nanchang Top Spring; and 3. the expected yearly rental amounts of the rental properties for the property development projects of Nanchang Top Spring in Nanchang of the PRC. REASONS AND BENEFITS FOR ENTERING INTO THE FRAMEWORK LOAN AGREEMENT AND THE PROPERTY MANAGEMENT SERVICE FRAMEWORK AGREEMENT The provision of the Loans by Nanchang Top Spring under the Framework Loan Agreement to Shenzhen Top Spring, Top Spring Insite, Metro Shanghai, Top Spring Designated Companies and/or Metro Designated Company in proportion to their equity interests in Nanchang Top Spring will help Nanchang Top Spring to (i) better utilize its idle cash, (ii) ensure stable income from interest payments of the Loans, (iii) offer its shareholders (including Shenzhen Top Spring and Top Spring Insite which are the subsidiaries of the Company) the opportunity to use the cash for meeting the development and financial needs in other projects, and (iv) provide its shareholders (including Shenzhen Top Spring and Top Spring Insite which are the subsidiaries of the Company) with alternative means to obtain funding. The offsetting right of Nanchang Top Spring also secures repayment of the Loans and accrued interest from its shareholders. 8

9 Based on the above, the Directors (excluding the independent non-executive Directors whose views will be contained in the circular to be despatched to the Shareholders after considering the views of the Independent Financial Adviser) consider that the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps) are on normal commercial terms, and that its terms are fair and reasonable, and in the interests of the Company and the Shareholders as a whole. The provision of property management services by Changzhou Top Spring under the Property Management Service Framework Agreement to Nanchang Top Spring allows the Group to (i) better utilize its expertise, (ii) allocate its resources more effectively, (iii) ensure stable income of property management service fees, and (iv) control of the quality of the management services more effectively. Based on the above, the Directors (including the independent non-executive Directors) consider that the Property Management Service Framework Agreement and the transactions contemplated under it (including the Proposed Property Management Annual Caps) are on normal commercial terms and in the ordinary and usual course of business of the Group, and that its terms are fair and reasonable, and in the interests of the Company and the Shareholders as a whole. INFORMATION ON THE GROUP The Group is a real estate property developer in the PRC and is specializing in (i) the development and operation of urban mixed-use communities, and (ii) the development and sale of residential properties in the Pearl River Delta, the Yangtze River Delta, the Central China, the Beijing-Tianjin and the Chengdu-Chongqing regions in the PRC. INFORMATION ON NANCHANG TOP SPRING Nanchang Top Spring is a company established in the PRC and its principal business activities include, among others, (i) project investment and management consultancy services, (ii) property management, and (iii) property development, construction, leasing, sale, and construction and renovation of ancillary facilities in relation to B-8, part of B-12, B-14, B-20-5 and B-21-4 of Zhongyang Shangwu District of Honggutan New District which is situated at the west of Jinrong Da Street and the north of Guihua Road of Honggutan New District, Nanchang City, the PRC ( B-8 B-12 B-14 B-20-5 B-21-4 ). It is an indirect non wholly-owned subsidiary of the Company and a connected person of the Company under Rule 14A.07(5) of the Listing Rules. INFORMATION ON SHENZHEN TOP SPRING Shenzhen Top Spring is a company established in the PRC and its principal business activity is investment holding. It is an indirect wholly-owned subsidiary of the Company. 9

10 INFORMATION ON TOP SPRING INSITE Top Spring Insite is a company incorporated in Hong Kong and its principal business activity is investment holding. It is an indirect wholly-owned subsidiary of the Company. INFORMATION ON METRO SHANGHAI AND METRO Metro Shanghai is a company incorporated in Singapore and its principal business activity is investment holding. It is a substantial shareholder of Nanchang Top Spring, an indirect wholly-owned subsidiary of Metro, and a connected person of the Company under Rules 14A.07(1) and 14A.07(4) of the Listing Rules. Metro is a company incorporated in Singapore, the shares of which are listed on the Main Board of the SGX-ST. It is a substantial shareholder of the Company, and is a connected person of the Company under Rule 14A.07(1) of the Listing Rules. INFORMATION ON CHANGZHOU TOP SPRING Changzhou Top Spring is a branch office of Changzhou Top Spring Property which is a company established in the PRC and an indirect wholly-owned subsidiary of the Company. Its principal business activities are, among others, (i) property management services, (ii) indoor and outdoor renovation design and construction, and (iii) property maintenance. IMPLICATIONS UNDER THE LISTING RULES Nanchang Top Spring is an indirect non wholly-owned subsidiary of the Company, in which the Company indirectly owns 70% equity interest and Metro, a substantial shareholder of the Company, indirectly owns 30% equity interest through Metro Shanghai, and is a connected person of the Company under Rule 14A.07(5) of the Listing Rules. Metro Shanghai is a substantial shareholder of Nanchang Top Spring, an indirect wholly-owned subsidiary of Metro, and a connected person of the Company under Rules 14A.07(1) and 14A.07(4) of the Listing Rules. Metro Designated Company is an indirect wholly-owned subsidiary of Metro and a connected person of the Company under Rule 14A.07(4) of the Listing Rules. The provision of the Loans under the Framework Loan Agreement constitutes a continuing connected transaction of the Company under Rule 14A.31 of the Listing Rules. As the highest applicable percentage ratio is more than 5%, the provision of the Loans to Metro Shanghai (or Metro Designated Company) under the Framework Loan Agreement is subject to the reporting, announcement, annual review and Independent Shareholders approval requirements under Chapter 14A of the Listing Rules. Furthermore, as the highest applicable percentage ratio is more than 5% but less than 25%, the provision of the Loans to Metro Shanghai (or Metro Designated Company) under the Framework Loan Agreement also constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. 10

11 Shenzhen Top Spring, Top Spring Insite and Top Spring Designated Companies are indirect wholly-owned subsidiaries of the Company. The provision of the Loans by Nanchang Top Spring to Shenzhen Top Spring, Top Spring Insite and/or Top Spring Designated Companies under the Framework Loan Agreement is fully exempt under Rule 14A.90 of the Listing Rules. Changzhou Top Spring is a branch office of Changzhou Top Spring Property which is an indirect wholly-owned subsidiary of the Company. The provision of property management services by Changzhou Top Spring to Nanchang Top Spring under the Property Management Service Framework Agreement constitutes a continuing connected transaction of the Company under Rule 14A.31 of the Listing Rules. As the highest applicable percentage ratio is more than 0.1% but less than 5%, the provision of property management services by Changzhou Top Spring to Nanchang Top Spring under the Property Management Service Framework Agreement is subject to the reporting, announcement and annual review requirements but is exempt from the Independent Shareholders approval requirement under Chapter 14A of the Listing Rules. THE BOARD RESOLUTIONS AND THE EGM Mr CHIANG Kok Sung Lawrence, the non-executive Director, a director of Nanchang Top Spring and a director of Metro Shanghai, is nominated by Metro and he has abstained from voting on the respective resolutions of the Board approving (i) the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps), and (ii) the Property Management Service Framework Agreement, and the transactions contemplated under it (including the Proposed Property Management Annual Caps). As the other Directors do not have a material interest in (i) the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps), and (ii) the Property Management Service Framework Agreement, and the transactions contemplated under it (including the Proposed Property Management Annual Caps), they have not abstained from voting on the respective resolutions of the Board approving (i) the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps), and (ii) the Property Management Service Framework Agreement, and the transactions contemplated under it (including the Proposed Property Management Annual Caps). An EGM will be convened for the Independent Shareholders to approve the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps). As Metro is interested in the Framework Loan Agreement, it and its associates will abstain from voting at the EGM on the proposed resolution for the approval of the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps). An Independent Board Committee will be established to advise the Independent Shareholders in relation to the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps). Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps). 11

12 DESPATCH OF CIRCULAR A circular containing, among others, (i) details of the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps), (ii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, (iii) recommendation from the Independent Board Committee to the Independent Shareholders, and (iv) the notice of the EGM will be despatched to the Shareholders on or before 3 October DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context otherwise requires: associate Board Business Days Changzhou Top Spring Changzhou Top Spring Property Company connected person Directors EGM has the meaning ascribed to it under the Listing Rules the board of directors of the Company a day on which banks in the PRC are open for general business in the PRC (Changzhou Top Spring Property Services Co. Ltd., Nanchang Branch Office*), a branch office of Changzhou Top Spring Property (Changzhou Top Spring Property Services Co. Ltd.*), a company established in the PRC and an indirect wholly-owned subsidiary of the Company Top Spring International Holdings Limited ( ), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange has the meaning ascribed to it under the Listing Rules the directors of the Company the extraordinary general meeting to be convened to approve the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps) 12

13 Framework Loan Agreement the framework loan agreement dated 10 September 2014 entered into among Nanchang Top Spring, Shenzhen Top Spring, Top Spring Insite and Metro Shanghai for the provision of the Loans by Nanchang Top Spring to Shenzhen Top Spring, Top Spring Insite, Metro Shanghai, Top Spring Designated Companies and/or Metro Designated Company Group HK$ Independent Board Committee Independent Financial Adviser or Gram Capital Independent Shareholders Listing Rules Loans Metro the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong an independent committee of the Board, comprising all the independent non-executive Directors to be appointed by the Board to advise the Independent Shareholders in relation to the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps) Gram Capital Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Framework Loan Agreement and the transactions contemplated under it (including the Proposed Loan Annual Caps) independent Shareholders of the Company the Rules Governing the Listing of Securities on the Stock Exchange the entrustment loans to be provided by Nanchang Top Spring to Shenzhen Top Spring, Top Spring Insite, Metro Shanghai, Top Spring Designated Companies and/or Metro Designated Company through a financial institution which is qualified to engage in entrustment loan business Metro Holdings Limited, a company incorporated in Singapore, the shares of which are listed on the Main Board of the SGX-ST, a substantial shareholder of the Company and a connected person of the Company under Rule 14A.07(1) of the Listing Rules 13

14 Metro Designated Company Metro Shanghai Nanchang Top Spring percentage ratios PRC Property Management Service Framework Agreement Proposed Loan Annual Caps Proposed Property Management Annual Caps RMB Shareholders Shenzhen Top Spring Stock Exchange an indirect wholly-owned subsidiary of Metro designated by Metro Shanghai as a borrower of the Loans for the purpose of the Framework Loan Agreement, and a connected person of the Company under Rule 14A.07(4) of the Listing Rules Metro Shanghai HQ Pte. Ltd., a substantial shareholder of Nanchang Top Spring, an indirect wholly-owned subsidiary of Metro, and a connected person of the Company under Rules 14A.07(1) and 14A.07(4) of the Listing Rules (Nanchang Top Spring Real Estate Co., Ltd.*), an indirect non wholly-owned subsidiary and a connected person of the Company under Rule 14A.07(5) of the Listing Rules has the meaning ascribed to it under the Listing Rules the People s Republic of China the property management service framework agreement dated 10 September 2014 entered into between Nanchang Top Spring and Changzhou Top Spring for the provision of property management services by Changzhou Top Spring to Nanchang Top Spring in relation to the property development projects of Nanchang Top Spring in Nanchang of the PRC the proposed loan annual caps for Metro Shanghai (or Metro Designated Company) under the Framework Loan Agreement the proposed property management annual caps for the Property Management Service Framework Agreement Renminbi, the lawful currency of the PRC holders of the shares of the Company (Shenzhen Top Spring Ding Sheng Investment Development Co. Ltd.*), a company established in the PRC and an indirect whollyowned subsidiary of the Company The Stock Exchange of Hong Kong Limited 14

15 substantial shareholder Top Spring Designated Companies Top Spring Insite has the meaning ascribed to it under the Listing Rules an indirect wholly-owned subsidiary of the Company designated by Shenzhen Top Spring and an indirect wholly-owned subsidiary of the Company designated by Top Spring Insite as their respective borrowers of the Loans for the purpose of the Framework Loan Agreement Top Spring Insite Commercial Property Holdings Limited, a company incorporated in Hong Kong and an indirectly wholly-owned subsidiary of the Company % per cent For the purpose of this announcement, the exchange rate of RMB1.00 = HK$1.26 has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged at such rate or any other rate or at all on the date or dates in question or any other date. Hong Kong, 10 September 2014 By Order of the Board Top Spring International Holdings Limited WONG Chun Hong Chairman As at the date of this announcement, the executive Directors are Mr WONG Chun Hong, Ms LI Yan Jie, Mr LEE Sai Kai David and Mr CHEN Feng Yang; the non-executive Director is Mr CHIANG Kok Sung Lawrence; and the independent non-executive Directors are Mr BROOKE Charles Nicholas, Mr CHENG Yuk Wo and Professor WU Si Zong. * For identification purposes only 15