Top Spring International : Announcement - (1) Completion of Very Substantial Disposal; (2) Profit Warning; And (3) Change of Company Logo

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TOP SPRING INTERNATIONAL HOLDINGS LIMITED ഺႆ਷ყණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03688)

(1) COMPLETION OF VERY SUBSTANTIAL DISPOSAL;

(2) PROFIT WARNING; AND

(3) CHANGE OF COMPANY LOGO

(1) COMPLETION OF VERY SUBSTANTIAL DISPOSAL

References are made to the announcements of Top Spring International Holdings Limited (the "Company") dated 15 August 2017, 13 October 2017 and 28 December 2017 and the circular of the Company dated 26 October 2017 in relation to the disposal of certain subsidiaries of the Company to H-Change Real Estate Group Ltd. and settlement of certain inter-company loans pursuant to the sale and purchase agreement dated 15 August 2017 (as supplemented and amended by a supplemental agreement thereto dated 13 October 2017) (the "Very Substantial Disposal").

As disclosed in the announcement of the Company dated 28 December 2017, the first completion of the Very Substantial Disposal involving 80% equity interest in each of the Target Companies took place on 28 December 2017.

The Board is pleased to announce that the balance of the consideration for the Very Substantial Disposal has been duly settled and the completion of transfer of the remaining 20% equity interest in each of the Target Companies took place on 15 January 2019 (the "Completion"). Upon Completion, the Company ceases to hold any equity interest in the Target Companies.

• (2) PROFIT WARNING

  The following disclosure is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

  The Board wishes to inform the Shareholders and potential investors of the Company that, based on the information currently available to the management of the Company, the Group is expected to record a substantial decrease in the consolidated net profit for the year ended 31 December 2018 as compared with the consolidated net profit of approximately HK$4.61 billion recorded for the year ended 31 December 2017. Such expected substantial decrease in net profit was mainly due to the absence of other net income on disposal of certain subsidiaries (in particular, a net gain of approximately HK$7.59 billion on the Very Substantial Disposal) and a joint venture of the Company, which were recorded during 2017.

  The expected decrease in consolidated net profit of the Group is only based on a preliminary review of the information available to the Board as at the date of this announcement and is not based on any figures or information that has been audited or reviewed by the auditor or the audit committee of the Company. The Company is in the process of preparing and finalising the Group's annual results for the year ended 31 December 2018. Details of the Group's financial information for the year ended 31 December 2018 will be disclosed in its annual results announcement which is expected to be published before the end of March 2019.

  Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

• (3) CHANGE OF COMPANY LOGO

  The Board announces that the Company has adopted a new logo, as shown on the top of this announcement, with immediate effect to establish and promote the Company's new corporate image.

  The new logo of the Company will be applied to all corporate documents of the Company, including but not limited to share certificates, annual/interim reports, notices, circulars, and/or other publications of the Company.

The change of the Company's logo will not affect any of the rights of the existing shareholders of the Company. All existing share certificates of the Company in issue will, after the change of logo, continue to be effective and as documents of title to such shares of the Company and will be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates for new share certificates as a result of the change of Company's logo. Any further issue of share certificates of the Company will be under the new logo of the Company with effect from 15 January 2019.

By order of the Board

Top Spring International Holdings Limited

WONG Tak Chun

Company Secretary

Hong Kong, 15 January 2019

As at the date of this announcement, the executive Directors are Mr. WONG Chun Hong, Mr. YUAN Zhi Wei, Mr. CHEN Zhi Xiang and Ms. LAM Mei Ka, Shirley; the non-executive Directors are Mr. XU Lei and Mr. YIP Hoong Mun; and the independent non-executive Directors are Mr. CHENG Yuk Wo, Professor WU Si Zong and Mr. CHEN Yee, Herman.