Top Spring International : Announcement - Adjustment to Conversion Price of the US$200 Million 6.0% Convertible Bonds Due 2019

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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) ADJUSTMENT TO CONVERSION PRICE OF THE US$200 MILLION 6.0% CONVERTIBLE BONDS DUE 2019

The Company announces that the Conversion Price of the Convertible Bonds will be adjusted from HK$3.8289 per Share to HK$3.4910 per Share with effect from (and including) 10 June 2017 as a result of the declaration of the final dividend of HK22 cents per Share for the year ended 31 December 2016 approved by the Shareholders at the AGM.

Reference is made to (1) the announcements of Top Spring International Holdings Limited (the "Company") dated 29 December 2015, 6 January 2016 and 21 March 2016, and the circular of the Company dated 26 February 2016 (the "Circular") with regard to the issue of the US$200 million 6.0% convertible bonds due 2019 (the "Convertible Bonds"), and

(2) the announcement of the consolidated annual results of the Company for the year ended 31 December 2016 dated 31 March 2017 and the announcement of the poll results of the annual general meeting of the Company (the "AGM") held on 23 May 2017 dated 23 May 2017. Capitalised terms used in this announcement have the same meanings as defined in the Circular unless the context otherwise requires.

Notice is given that, pursuant to the provisions of the adjustments to the Conversion Price as stated in the terms and conditions of the Convertible Bonds, the Conversion Price, currently HK$3.8289 per Share, will be adjusted to HK$3.4910 per Share (the "Adjustment") as a result of the declaration of the final dividend of HK22 cents per Share for the year ended 31 December 2016 approved by the Shareholders at the AGM. The Adjustment has been computed in accordance with the terms and conditions of the Convertible Bonds.

All the other terms of the Convertible Bonds remain unchanged. The Adjustment will become effective from (and including) 10 June 2017, being the day immediately after the record date for the determination of the entitlement to the above final dividend.

As at the date of this announcement, the total outstanding principal amount of the Convertible Bonds is US$200 million. The Convertible Bonds entitle the holders of the Convertible Bonds to convert into 404,957,036 New Shares (being 202,478,518 New Shares for the First Tranche Bonds and 202,478,518 New Shares for the Second Tranche Bonds) before the Adjustment and 444,153,536 New Shares (being 222,076,768 New Shares for the First Tranche Bonds and 222,076,768 New Shares for the Second Tranche Bonds) after the Adjustment.

By Order of the Board

Top Spring International Holdings Limited WONG Tak Chun

Company Secretary

Hong Kong, 29 May 2017

As at the date of this announcement, the executive directors of the Company are Mr WONG Chun Hong, Ms LI Yan Jie, Mr CHEN Feng Yang and Mr WANG Tian Ye; the non-executive directors of the Company are Mr XU Lei and Mr CHIANG Kok Sung Lawrence; and the independent non-executive directors of the Company are Mr CHENG Yuk Wo, Professor WU Si Zong and Mr LEUNG Kwong Choi.